Captain Polyplast Ltd Directors Report.

Dear Member,

Your Directors have pleasure in presenting the 23RD Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2020.

1. FINANCIAL RESULTS :

The audited financial statements of the Company as on

March 31, 2020 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The Financial highlight is depicted below:

CONSOLIDATED

STANDALONE

PARTICULARS Year Ended on 31 March 2020 Year Ended on 31 March 2019 Year Ended on 31 March 2020 Year Ended on 31 March 2019
Revenue from operations 18,622.36 14922.40 18,622.36 14922.40
Other Income 331.23 113.79 331.23 113.79
Total Revenue 18953.86 15036.19 18953.86 15036.19
Operating and Administrative expenses 15799.18 13134.72 15799.18 13134.72
Operating Profit Before Finance Costs, Depreciation And Tax 3154.68 1901.47 3154.68 1901.47
Less: Depreciation and Amortization expenses 421.56 180.29 421.56 180.29
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff 2733.12 1721.18 2733.12 1721.18
Less: Finance Costs 1010.08 735.29 1010.08 735.29
Less: Exceptional Item - - - -
Profit Before Tax (PBT) 1723.04 985.88 1723.04 985.88
Provision for Tax (Including Deferred Tax) 463.22 265.97 463.22 265.97
Profit after Tax 1259.83 719.91 1259.83 719.91
Other Comprehensive Income 6.34 6.18 (5.67) (0.25)
Total Comprehensive Income for the year 1266.16 726.10 1254.16 719.67
Profit available for appropriation 1266.16 726.10 1254.16 719.67

2. PERFORMANCE HIGHLIGHTS :

A. REVENUE

During the year under review company has total revenue of Rs. 18953.86 lakhs as against the previous year turnover of Rs. 15036.19 lakhs which shows increase of 26.05% in comparison with the previous year. Profit before tax increase by 74.77% as compared to previous year. The net profit after tax of the company increased by 75.00% with compared to previous year.

B. OPERATING AND ADMINISTRATIVE EXPENSES

The operating Expenses of Rs. 15799.18 Lakhs during FY 2019-20, as compared to previous financial year incurred of Rs. 13134.72 lakhs.

C. DEPRECIATION AND AMORTIZATION EXPENSES

The depreciation Expenses of Rs. 421.56 Lakhs during FY 2019-20, as compared to previous financial year incurred of Rs. 180.29 Lakhs showing Increase as compared to previous year.

D. FINANCE COST

The finance cost of Rs. 1010.08 Lakhs during FY 2019-20, as compared to previous financial year incurred of Rs. 735.29 Lakhs. Increase as compared to previous year due to enhanced borrowing.

E. TOTAL PROFIT AFTER TAX FOR THE YEAR

Profit after tax (excluding other comprehensive income) for the year was Rs. 1259.83 Lakhs as compared to Profit after tax of Rs. 719.91 Lakhs in FY 2018-19. Increase as compared to previous year.

COVID-19 IMPACT

As ours is the agriculture sector essential nature of the industry and consequently the demand for our products to have limited impact of covid-19.

Due to the lockdown announced by the government of India from 22nd March 2020, entire operations of the company came to a halt. Further as per district collectors orders our plants resumed operations from 19th April 2020. Our business is closely linked to agriculture and because of the essential nature of the products/services, demand and sales

have seen limited impact post resumption of production at our plants. Our plant at Shapar (Gujarat) remained closed for 28 days. However, the production activity has recovered post resuming operations. The supply chain was disrupted in view of lockdown during March-May 2020 due to closure of our plants and our vendors. However, the situation has improved materially in June 2020 with Central & states relaxing lockdown norms. There is no impact on internal financial controls due to the COVID-19 situation.

3. DIVIDENDS :

Your board of director has recommended dividend of Rs 0.04/- per share of Rs.2/- each for F.Y. 2019-20 amounting to Rs. 20,15,152/- and the said dividend be and is hereby approved and paid to the equity shareholders of the company. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

4. MATERIAL CHANGES AND COMMITMENTS :

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

5. DEPOSITS :

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. BOARD COMPOSITION

• Mr. Ramesh D. Khichadia (Managing Director),

• Mr. Ashokbhai K. Patel (Whole Time Director),

• Mr. Kaushik Mori (Chief Financial Officer) and

• Mrs. Khyati S. Mehta (Company Secretary) are the Whole-time Key Managerial Personnel of the Company.

• Mr. Gopal D. Khichadia (Director),

• Mr. Harshadray L. Patel (Independent Director

• Mr. Dhanjibhai R. Padmani (Independent Director) Upto 27.09.2019 (Due To Death)

• Mrs. Anjana P. Paghadar (Independent Director)

• Mr. Prabhulal N. Rabadia (Additional Independent Director) W.E.F 26.12.2019

B. DIRECTOR RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. RAMESHBHAI DEVRAJBHAI KHICHADIA (DIN: 00087859), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. RAMESHBHAI DEVRAJBHAI KHICHADIA for your approval. Brief details of the Director, who is proposed to be reappointed, as required under Regulation 36 of the

SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

C. INDEPENDENT DIRECTORS AND THEIR MEETING :

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant rules and that the online proficiency self-assessment test as prescribed under the said relevant rules is applicable to them and they will attempt the said test in due course of time.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and subsection

(5) of Section 134 of the Companies Act, 2013, the

Board of Directors, to the best of their knowledge and

ability, state the followings :-

A. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the loss of the Company for the year ended on that date;

C. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. That the annual financial statement have been prepared on a going concern basis;

E. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

F. That proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.

8. BOARD EVALUATION :

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

9. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY :

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

10. RELATED PARTY TRANSACTIONS :

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arms length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.

11. CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments in Associates, the audited consolidated financial statement

is provided in the Annual Report.

12. AUDITORS & AUDITORS REPORT :

A. AUDITORS DETAILS

M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company till the Conclusion of 24TH Annual General Meeting of the Company to be held for the financial year 2020-21. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2020-21.

B. AUDITORS REPORT

In the opinion of the directors, the notes to the accounts in auditors report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

C. COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is applicable to our Company for the financial year 2019-20 hence; such audit has been carried out during the year.

D. SECRETARIAL AUDIT REPORT

A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure B. The findings of the audit have been satisfactory.

13. CORPORATE GOVERNANCE :

The Company is a part of the Captain Group which has established a reputation for honesty and integrity. We believe that by focusing on Corporate Governance, we practice the highest standards of ethical and responsible business culture and thereby enhance the value of all stakeholders. It is a combination of voluntary practices and compliance with laws and regulations in all areas of its operations and in its interactions with the stakeholders. It provides direction and control to the affairs of the Company.

Your Company is fully committed to practice sound Corporate Governance and uphold the highest business standards in conducting business. The Company has always worked towards building trust with all its stakeholders based on the principles of good corporate governance. Your Company is guided by a key set of values for all its internal and external interactions. The Company is open, accessible and consistent with its communication.

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as forms part of this Report as ANNEXURE E. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as part of this Report AS ANNEXURE D.

14. MANAGEMENT DISCUSSION AND ANALYSIS :

A detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure I. Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Report on Corporate Governance that forms part of this Annual Report.

16. DISCLOSURES :

A. NUMBER OF BOARD MEETING

The Board of Directors met 15 (FIFTEEN) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B. COMMITTEES OF BOARD :

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed to this Report as Annexure A.

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company.

E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are

given in the notes to the Financial Statement.

F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

G. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Companys plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation.. The Company has installed the Wind Turbine and during the year total 1066.041 Mwh. was generated. Company has obtained credit of these units against its electricity consumption at its factory. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure H to this report

H. PARTICULARS OF EMPLOYEES PERSONNEL

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure G and forms part of this Report.

I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2019-2020.

J. INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

K. LISTING AND DEMATERIALIZATION

The equity shares of the Company are listed on the Platform of Bombay Stock Exchange Ltd (BSE). All the shares of company are in dematerialize form.

L. CERTIFICATION OF STATUS OF DIRECTORS QUALIFICATIONS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE J.

M. UNCLAIMED DIVIDEND

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority.Details regarding unclaimed dividend is provided separately in report.

17. ACKNOWLEDGMENT :

Your Directors place on record their appreciation for assistance and co-operation received from various

Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

Registered Office:

For And on Behalf of The Board

Ul25 Royal Complex, Bhutkhana Chowk,
Dhebar Road, Rajkot SD/- SD/-
Ramesh D. Khichadia Ashok K. Patel
Date : 25.06.2020 Managing Director Whole Time Director
Place : Rajkot DIN :00087859 DIN : 00127951