Ecoplast Ltd Directors Report.

To

The Members,

The Directors are pleased to present their Thirty-Ninth Annual Report and Audited Financial Statements for the year ended 31st March, 2021.

1. FINANCIAL SUMMARY

31-03-2021 31-03-2020
Net Sales 75,37,26,072 96,22,24,762
Other Income 92,76,000 1,34,81,145
Sales and Other Income 76,30,02,072 97,57,05,907
Operating Profit (before Depreciation and Tax) 3,06,31,694 7,34,38,115
Less : Depreciation 2,73,05,133 2,39,34,474
Profit before tax 33,26,561 4,95,03,641
Less :Provision for tax
Current Tax 17,96,854 1,57,09,352
Deferred Tax Credit -8,24,711 -90,491
Profit after Tax 23,54,418 3,38,84,780

2. Operations/State of Companys Affairs

During the year under review, sales value reduced by 22 % to Rs. 75,37,26,072 from Rs Rs.96,22,24,762/- in the previous year. The profit after tax reduced by 93% to Rs. 23,54,418/- from Rs. 3,38,84,780/- in the previous year.

The Company had closed its manufacturing plant and office with effect from March 24, 2020 following countrywide lockdown due to Covid- 19. The Company has gradually commenced operations from April 18, 2020 after obtaining necessary approvals. The Companys operations were impacted in the financial year 2020-21, due to scaling down/suspending production due to reduction in demand and supply chain constraints, drastic increase in Raw Material prices and 4 to 5 fold increase in ocean freight rates which could not be entirely passed on to the Customers because of time lag in implementing the price increase.

Due to ongoing COVID-19 pandemic, Mr. Jaymin B. Desai, Managing Director of the Company had voluntarily waived his right to receive remuneration for the period from 1st April 2020 to 30th September 2020, The Board of Directors would like to place on record its deep appreciation towards Mr. Jaymin B. Desai, Managing Director for the kind gesture shown towards the Company and its stakeholders in these testing times.

Currently major part of Companys contribution is derived from supplying Surface Protection Films which is mainly dependent upon the real estate and construction industry, which was badly affected due to the migrant issue coupled with the ability of buyers to pay in time. With each corona wave, there was a severe impact on our orders thereby affecting our operations and limping back to normal took almost a period of six months. Further, the efforts to enter in to new customers/markets also took a beating, as our potential customers were themselves busy in normalising their businesses and in this process, addition of a new customer took a back seat.

The company is working on increasing sales by expanding its customers base with special focus on increasing sales of specialty products. In view of the currently prevailing second wave of Covid 19 in India, the management is unable to predict performance for the FY 2021-22.

However, the management is continuously working out ways to negate/reduce the effect of Covid 19 on its operations.

No significant and material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status and the companys operations in future during the year under review.

3. MEASURES AGAINST COVID 19 PANDEMIC

The Company has taken following measures to prevent Covid infection.

• Free vaccination camps for Employees above the age of 45 years at the Factory.

• Ensuring social distance & Mandating the usage of Masks at the workplace.

• Thermal Scanning & hand sanitising of every person visiting the Factory.

• Periodic Sanitisation of entire facility

4. DIVIDEND

For conserving financial resources of the Company, the Board of Directors do not recommend any dividend for the year.

5. BOARD MEETINGS:

The Board of Directors met Eight times during the Financial Year 2020-21.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mr. Jehangir Moos (DIN: 00020609) resigned from the Board with effect from the conclusion of the Board Meeting held on 11th August 2021, The Board places on record the sincere appreciation for the assistance and guidance provided by Mr. Jehangir A. Moos (DIN: 00020609) during his tenure as Director of the Company

Mrs. Charulata Patel (holding DIN 00233935), Director of the Company, would retire by rotation, at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The members at the 36th Annual General Meeting held on 14th September 2018 had approved the appointment of Mr. Jaymin Desai (holding DIN 00156221), as Managing Director of the Company for a period of 3 years from 1st October, 2018 to 30th September, 2021. The Board proposes to reappoint him as the Managing Director for a further period of 3 years i.e from 1st October, 2021 to 30th September, 2024 at the ensuing Annual General Meeting.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee at its Meeting held on 11th February 2021 had appointed Mr. Atul Baijal (holding DIN 09046341), as the additional Whole Time Director of the Company. He will hold the office till the conclusion of this ensuing Annual General Meeting. The Board proposes to appoint him as the Director and Whole Time Director of the Company for a period of 3 years i.e from 11th February 2021 to 10th February 2024 at the ensuing Annual General Meeting.

7. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the Independent directors possess appropriate balance of skills, experience and knowledge, as required.

8. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the company and can be accessed by web link http ://www. ecoplastindia. com/familiarization-pro gramme-of-independent- directors.html.

9. AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of Listing Regulations and Section 177 of the Act. The constitution and other relevant details of the Audit Committee are given in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management are placed on the website of the Company weblink < http://www.ecoplastindia.com/ Remuneration Policy for directors and senior management.html>

There has been no change in the policies since the last fiscal year.

We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company

11. VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism formulated by the Company

provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases. The said Whistle Blower Policy has been disseminated on the Companys website at https://www.ecoplastindia.com/wp-content/uploads/2020/10/Whistle- blower-policy-F-Final-to-be-adopted-29-09-2014.pdf

12. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company in consultation with the experts and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems in consultation with the experts to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

• Providing assurance regarding the effectiveness and efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies, procedures and applicable laws and regulations; and

• Transactions being accurately recorded and reported timely.

• The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

• The Internal Auditor also regularly reviews the adequacy of internal financial control system.

14. SUBSIDIARY COMPANY

A Statement Containing the Salient features of the Financial Statements of the subsidiary Company is annexed as Annexure- I as a part of this Report.

During the year under review, No Company has become or ceased to be Companys subsidiary, joint venture or associate company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company along with relevant documents and separate audited accounts in respect of the subsidiary are available on the website of the Company.

15. ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed there under, the annual return for FY 2020-21 is uploaded on the website of the Company. The same is available on https://www.ecoplastindia.com/investors/

16. AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Y.B. Desai & Associates, Chartered Accountants, Surat, (ICAI Registration No. 102368W) were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the Thirty Fifth AGM to the conclusion of the Fortieth AGM to be held in 2022, subject to ratification by shareholders at each AGM. However, in terms of the Notification issued by the Ministry of Corporate Affairs dated May 7, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the AGM and M/s. Y.B. Desai & Associates, Chartered Accountants, Surat, (ICAI Registration No. 102368W) would continue to act as the statutory auditors of the Company for five years up to the conclusion of the Fortieth AGM to be held in 2022.

17. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Parikh & Associates,Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2020-21.

Secretarial audit report of the Company as provided by M/s Parikh & Associates, Practising Company Secretaries is annexed to this Report as Annexure- II.

18. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

The Auditors Report and Secretarial Auditors Report do not contain any qualifications, reservations or adverse remarks.

19. COST AUDITORS

The provisions of section 148 (2) for appointment of Cost Auditors are not applicable to the Company, The Company has maintained the cost records as specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013.

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

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure -III.

21. DEPOSITS:

The Company has not accepted any deposits during the year under report.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As on 31st March 2021 the Company has made the following Investments under section 186 of the Companies Act, 2013.

Investments; Rs. 75,37,914 /- for 11,95,360 Equity Shares of Rs.10 each fully paid up in Synergy Films Private Limited Wholly Owned Subsidiary.

23. RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy which is implemented throughout the Organisation; Special Emphasis on Risk Management is given during the Annual Budgeting Process and Periodical Monthly Meetings.

24. CORPORATE SOCIAL RESPONSIBILTY POLICY:

To fulfil its CSR Obligations, The Company has spent an amount of Rs.10,00,000/- for the year as CSR contribution towards the operating expenditure of running the special school Jaina Anupam N Parmar Charitable Trust, which is a not-for-profit organization located at Valsad devoted to work for children/adult with intellectual and developmental disabilities and running the special school. This NGO has been running the special school for the mentally challenged children/adult under the name & style of Jalaram Manos Vikas Kendra at Valsad.

Information in accordance with The Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure -IV.

25. RELATED PARTY TRANSACTIONS

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 are annexed as Annexure - V to this Report.

26. FORMAL ANNUAL EVALUATION:

An annual evaluation of the Boards own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No. Performance evaluation of Performance evaluation performed by Criteria
1. Each Individual director Nomination and Remuneration Committee Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2. Independent directors; Entire Board of Directors excluding the director who is being evaluated Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3. Board, and its committees All directors Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

27. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure - VI to this Report.

28. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has not received any complaint of sexual harassment during the financial year 2019-20.

29. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2021-2022 to BSE where the Companys Shares are listed.

30. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider

Trading) Regulation, 2015 and is available on our website http://www.ecoplastindia.com/code-of-practices- and-procedures.html

31. CORPORATE GOVERNANCE:

As per Listing Regulations, a separate section on Corporate Governance forms part of this report. A Certificate from M/s Parikh & Associates, Practicing Company Secretary confirming compliance of Corporate Governance forms part of this Report.

Certificate of the CEO/CFO, confirming the correctness of the financial statements, compliance with the Companys Code of Conduct and the Audit Committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report and forms part of this report.

32. MANAGEMENT DISCUSSION ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, the Managements discussion and analysis is set out in this Annual Report.

33. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

34. ACKNOWLEDGMENT

The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Stakeholders and specially the employees for their co-operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.

For and on behalf of the Board of Directors

Mukul B. Desai

CHAIRMAN DIN:00015126

Mumbai, 13th May 2021