MPL Plastics Ltd Directors Report.
The Board of Directors present herewith the 27th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2019. The Management Discussion and Analysis has also been incorporated into this report.
The financial highlights of the Company are as follows: -
( Rs. in Lacs )
|Particulars||For the year ended||For the year ended|
|31s1 March 2019||31st March 2018|
|Operating Revenues / Turnover||606||2290|
|Profit/(Loss) before Depreciation & Amortization, Finance charges||(291)||41|
|Depreciation & Amortization||23||24|
|Profit/(Loss) before tax||(314)||17|
|Provision for taxation (incl. deferred tax)||--||--|
|Profit/(Loss) after tax||(314)||17|
|Other Comprehensive Income/(Loss)||(1)||1|
|Total comprehensive Income/(Loss)||(315)||18|
HIGHLIGHTS OF PERFORMANCE
* Operating Revenues for the year is Rs.606 lacs as compared to Rs. 2290 Lacs in 2017-18.
* Loss after tax for the year is Rs.314 lacs as compared to Profit of Rs.17 lacs in 2017-18.
In view of the accumulated losses, your Directors regret their ability to recommend any dividend for the financial year under review.
During the year under review, no amount was transferred to General Reserve.
MANGEMENT DIScuSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.
The paid up Equity Share Capital as at 31st March, 2019 stood at Rs.1,24,985,500. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options as sweat equity. As on 31st March, 2019, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
CHANGE IN NATuRE OF BuSINESS
The Company mainly deals in the manufacture of thermoware products. There is no change in the nature of the business carrying on by the Company during the year under review.
INTERNAL CONTROL SYSTEM AND THEIR ADEQuACY
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is in commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a Management Information System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit play a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliances with the requirements of the Companies Act, 2013 and the Indian Accounting Standard (IND AS). The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, Profits and Cash Flows for the year ended 31st March, 2019. There is no audit qualification in financial statement by the Statutory Auditors for the year under review.
LOANS, GUARANTEES & INVESTMENTS
Details of Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered by the Company are on arms length basis and in the ordinary course of business.
All the Related Party Transactions as required under AS-18 are reported in the Notes to the financial statements.
In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transactions policy and the same is uploaded on Companys website at the link : http://www . mplindia.in/category_img/pr_63.pdf
WHISTLE BLOWER POLICY/VIGIL MECHANISM (INCLUDES SEPARATELY THE RISK MANAGEMENT POLICY CLAUSE)
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.
The Whistle Blower Policy has been posted on website of the Company - http://www.mplindia.in/category_img/pr_64.pdf RISK MANAGEMENT POLICY
There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. During the year, a risk analysis and assessment was conducted and no major risks were noticed.
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework.
The performance of the Board was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of executive directors and non executive directors.
The same discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Bansilal I. Vaghani and Mrs. Radhika S. Rane, Directors of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers themselves for re-appointment.
Shri Parimal D. Banerjee, has been appointed as an Additional Director designated as Independent Director by the Board of Directors at their meeting held on 14th February, 2019. He holds office upto the date of Annual General Meeting of the Company. The Board recommends his appointment as Independent Director of the Company as mentioned in the Resolution at Item no.4 of Notice of the meeting.
The Shareholders are requested to approve the payment of remuneration to Shri Madhup B. Vaghani, Whole Time Director as mentioned in the resolution in the notice of the meeting.
Miss.Vishakha Jain was appointed as Whole Time Company Secretary and Compliance Officer by the Board of Directors at their meeting held on 13th June, 2019
The following are the Key Managerial Personnel of the Company:
|Shri Madhup B Vaghani :||Whole Time Director|
|Shri Pankaj B Bhaya :||Chief Financial Officer|
|Miss Vishakha Jain :||Company Secretary and Compliance Officer|
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Appointment Letters of Independent Directors and Familiarization Program process to provide insights of the Company to Independent Directors are hosted on website of the Company - http://www.mplindia.in/category_img/pr_61.pdf http://www . mplindia. in/category_img/pr_123.pdf www. mplindia.in/category_img/pr_141.pdf and www. mplindia.in/category_img/pr_162.pdf
During the year under review, the Company has conducted four Board Meetings on the following dates: 29th May, 2018, 14th August, 2018, 14th November, 2018, and 14th February, 2019. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
Messers Bastawala and Associates, Chartered Accountants, (ICAI Firm Registration Number 121789W), were re-appointed as Statutory Auditors of the Company at 25th Annual General Meeting which was held on 25th September, 2017 to hold office as Statutory Auditor from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting (AGM) of the Company. Messers Bastawala and Associates, Chartered Accountants, is willing to act as a Statutory Auditor of the Company for the financial year 2019-20. The Company has received a written consent from them vide letter for their reappointment and also confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Statutory Auditors of the Company.
As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report obtained from Shri Shailesh Kachalia, Practising Company Secretary is annexed and forms part of the Board Report.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There is no audit qualification in financial statements by the statutory auditors for the year under review.
The Observations made by The Secretarial Auditors regarding listing of 12,50,000 equity shares of Rs.10/- allotted to the Promoters on preferential basis and uploading of DN database of 1,12,50,000 shares of the Company the Board of Directors would like to inform the shareholders that both the said proposals are in the process of Compliance.
extract OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT-9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013, is annexed and forms part of the Board Report.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulations / courts that would impact the going concern status of the Company and its future operations.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.
disclosure IN TERMS OF The SEXuAL Harassment OF WOMEN AT WORKPLACE (PREVENTION, Prohibition AND REDRESSAL) ACT, 2013
The Company has zero tolerance of sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harrassment at workplace in line with the provisions of the Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate from the Practising Company Secretary confirming compliances forms integral part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement 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 31st March, 2019 and of the profit 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 statements 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION(FOREIGN EXCHANGE EARNINGS AND OuTGO
A) Conservation of Energy:-
a) The Company has taken all measures to conserve the Energy by installing latest equipments for Conservation of Energy.
b) The cumulative effect of the Energy Conservation steps taken by the Company has considerably reduced the consumption of Energy and saved the cost of the Company.
B) Information relating to Technology Absorption:-
1. Research & Development (R & D)
(a) Specific areas in which R & D is carried out by the Company.
New product development, New manufacturing process development, Product upgradation, Cost reduction, Mould designing and development, New application of thermoware product, Water Purification System.
(b) Benefits derived as a result of the R & D.
(i) Company is in a position to introduce varied new products every year to meet changing consumer preferences.
The Company is in position to cater to a wider segment of consumer durables and plastics based industrial products.
(c) Future Plan of Action.
(i) Emphasis is being laid on development & marketing of new product and value addition to existing range of products, for both export as well as domestic market.
(ii) Business Process Re - Engineering.
(d) Expenditure on Research & Development under the head "Product Design & Development Expenses" is being accounted under relevant heads of expenses.
2. Technology Absorption, Adaptation and Innovation.
(a) Efforts in brief, made towards technology absorption, adaptation and innovation, as enumerated in Clause 1 above.
(b) Benefits, derived as a result of the above efforts, product up gradation, cost reduction & new products developments as enumerated in Clause 1 above.
C) Foreign Exchange Earnings and Out Go:
Foreign Exchange spent Rs. NIL Foreign Exchange earned Rs. NIL.
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of Social Responsibility and carry out the social work directly and/or through other registered welfare organizations.
The Company has no prescribed average net profits, networth and turnover as per the provisions of Section, 135 of the Companies Act, 2013. The Company has carried forward losses.
The Company voluntarily re-constituted Corporate Social Responsibility Committee (CSR) on 29th May, 2019 consisting of the following members:-
|SHRI MADHUP B. VAGHANI :||Member|
|SHRI VIREN V. BHIMANI :||Chairman|
|SHRI SHARAD K. SHUKLA :||Member|
|SHRI PARIMAL D. BANERJEE :||Member|
The terms of reference of Corporate Social Responsibility Committee (CSR) broadly comprises of following :
(a) Formulate and Recommendation of CSR Policy to the Board indicating the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013.
(b) Recommend the amount of expenditure to be incurred on the activities referred to in clause(a).
(c) Provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.
During the year under review, the Committee met once to deliberate on various matters referred above. The details of attendance of the members is as below:-
|Name of the Director||Attended|
|SHRI BANSILAL I. VAGHANI *||1 out of 1|
|SHRI VIREN V. BHIMANI||1 out of 1|
|SHRI SHARAD K. SHUKLA||1 out of 1|
|SHRI PARIMAL D. BANERJEE **||0|
|SHRI MADHUP B. VAGHANI||0|
*Shri Bansilal I Vaghani ceased to be a member of the Corporate Social Responsibility Committee w.e.f 29th May, 2019.
**Shri Parimal D. Banerjee was appointed as an Independent Director of the company w.e.f. 14th February, 2019.
In view of the average net profit, turn over, net worth of the Company, the Company was not qualified by the provisions of the Section 135 of the Companies Act, 2013 the Committee did not recommend the spending any amount towards the CSR activities.
The Audit committee was re-constituted on 29th May, 2019
The Audit Committee is headed by Shri Viren V. Bhimani as Chairman of the committee. Shri Madhup B. Vaghani, Shri Sharad K. Shukla, and Shri Parimal D. Banerjee as Members. Shri Bansilal I Vaghani ceased to be a member of the Audit Committee w.e.f 29th May, 2019. Shri Parimal D. Banerjee was appointed as an Independent Director of the Company w.e.f. 14th February, 2019. The details of all related party transactions, if any, are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee was re-constituted on 29th May, 2019
The Nomination and Remuneration Committee comprises of four Members- Shri Viren V. Bhimani, Shri Sharad K. Shukla, Shri Parimal D. Banerjee and Mrs. Radhika S. Rane. Shri Bansilal I Vaghani ceased to be a member of the Nomination and Remuneration Committee w.e.f 29th May, 2019. Shri Parimal D. Banerjee was appointed as an Independent Director of the company w.e.f. 14th February, 2019. Shri Viren V. Bhimani is the Chairman of the Committee. The Composition of Nomination and Remuneration committee is pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Meeting and Attendance
The Nomination and Remuneration Committee met on 14th February, 2019. The necessary quorum was present. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company.
Terms of Reference :
The Committee shall :
1. Formulate the criteria for determining qualifications, positive attributes and independence of a director.
2. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
DETAILS OF REMUNERATION PAID TO DIRECTORS FOR THE YEAR ENDED MARCH, 31, 2019
The Company has not paid any remuneration to Whole Time Director.
The Company reimburses the out of pocket expenses incurred by Directors of the Company after the review of the same by the Committee members.
The remuneration policy is directed towards rewarding performance based review of achievements. It is aimed at attracting and retaining high calibre talent.
Refer http://mplindia.in/category_imp/pr_59.pdf regarding Remuneration policy of the Company.
Particulars of the Companys Remuneration Policy and information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and particulars of remuneration required under Section 197 of the Companies Act, 2013 read with Rules, 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Employees of the Company are set out in the annexure forming part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company reconstituted Stakeholders Relationship Committee on 29th May, 2019
The Committee is headed by Shri Viren V. Bhimani as Chairman of the committee. Shri Sharad K. Shukla, Shri Madhup
B. Vaghani and Shri Parimal D.Banerjee as Members. Shri Bansilal I Vaghani ceased to be a member of the Stakeholders Relationship Committee w.e.f 29th May, 2019. Shri Parimal D. Banerjee was appointed as an Independent Director of the Company w.e.f. 14th February, 2019.
PARTICULARS OF EMPLOYEES
No employee of the Company is receiving remuneration as per the limits prescribed in Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Company doesnt have any Subsidiaries or Joint Ventures or Associate companies as on the report date as defined under the Companies Act, 2013.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Companys website www. mplindia.in
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have complied compliance with the Code.
Statements in this report describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements considering the applicable laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could, however, differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and domestic demand - supply conditions,Finished goods prices, raw materials cost and availability, fluctuations in exchange rates, change in Government regulations and tax structure within India and the countries with which the Company has business contacts and other factors such as litigation and industrial relations.
Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.
|BY ORDER OF THE BOARD|
|For MPL PLASTicS Limited|
|2, Ashish Warehouse Corporation,|
|Punjab Foundry Industrial Estate,|
|Near Classic Studio, Mira Bhayander Road,|
|Kashimira, Mira Road (East), Dist. Thane - 401104|
|Date: 14th August, 2019|