National Plastic Technologies Ltd Directors Report.

To the Members

Your Directors are pleased to present the 30th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2019.

Financial Results

(Rs. in Lakhs)

Particulars Year Ended 31.03.2019 Year Ended 31.03.2018
Revenue 7833.18 6821.60
EBITDA 658.13 504.13
(-) Finance Cost (I) 317.72 218.52
(-) Depreciation (D) 183.66 153.28
Profit Before Tax (PBT) 156.75 132.33
(-) Taxation -19.30 47.65
Net Profit/(Loss) 176.05 84.68

Performance Overview

During the year, your Company registered a revenue of Rs. 7833.18 lakhs as against Rs. 6821.60 Lakhs during the previous year. The EBITDA for the year has increased to Rs. 658.13 Lakhs as compared to Rs.504.13 Lakhs during the previous year. The profit before tax during the year is Rs. 156.75 Lakhs as compared to Rs. 132.33 lakhs.

Material Changes affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the end of the financial year till the date of this report.

Transfer to Reserves

During the year under review, your Company has not transferred any amount to general reserves from the current year profit. Amount is retained to meet the operations and growth prospects of the Company.

Dividend

Considering the need to conserve cash for the growth of Company, the Board of Directors have not recommended any dividend for the financial year ended 31.03.2019.

Share Capital

The paid up Equity Share Capital as on 31.03.2019 was Rs. 6,07,83,300. During the year under review, the Company has not issued any shares or convertible instruments.

Deposits

The Company has neither received deposits in the previous years nor invited/accepted any deposits from the public during the year under review.

Directors and Key Managerial Personnel (KMP)

The Board of Directors consists of six Directors.

Board comprises of three Executive Directors, one Non-Executive Director and two Independent Directors.

Appointment of Directors:

Mr. Arihant Parakh, Director

The Board at its Meeting held on 25.09.2017 appointed Mr. Arihant Parakh as an Additional Director in Wholetime Capacity to manage and look after the operations of the Company. Subsequently, the Shareholders of the Company approved his appointment as Wholetime Director by way of Resolution dt.30.05.2018 passed through postal ballot.

Reappointment of Directors

Mr. Sudhir K Patel, Independent Director:

Mr. Sudhir K Patel was appointed as an Independent Director of the Company for a period of 5 years w.e.f. 24.9.2014 at the Annual General Meeting held on 24.9.2014. His term expires on 23.9.2019. He is proposed to be reappointed as Independent Director for a further period of 5 years w.e.f. 24.9.2019 at the forthcoming Annual General Meeting. He is eligible for reappointment and his appointment is being sought at the ensuing Annual General Meeting by way of a Special Resolution. The requisite details in this connection are contained in the Notice convening the Meeting.

Mr. Ajit Kumar Chordia, Independent Director:

Mr. Ajit Kumar Chordia was appointed as an Independent Director of the Company for a period of 5 years w.e.f. 24.9.2014 at the Annual General Meeting held on 24.9.2014. His term expires on 23.9.2019. He is proposed to be reappointed as Independent Director for a further period of 5 years w.e.f. 24.9.2019 at the forthcoming Annual General Meeting. He is eligible for reappointment and his appointment is being sought at the ensuing Annual General Meeting by way of a Special Resolution. The requisite details in this connection are contained in the Notice convening the Meeting.

Mrs. Manju Parakh, Non-Executive Director

Mrs. Manju Parakh, retires by rotation at the forthcoming Annual General Meeting and being eligible has offered herself for reappointment. Approval of the Members is being sought at the ensuing Annual General Meeting for her reappointment and the requisite details in this connection are contained in the Notice convening the Meeting.

Mr. Alok Parakh, Joint Managing Director:

Mr. Alok Parakh was appointed as Joint Managing Director of the Company for a period of 3 years w.e.f. 1.10.2016 at the Annual General Meeting held on 22.9.2016. His term expires on 30.9.2019.

He is proposed to be reappointed as Joint Managing Director for a further period of 3 years w.e.f. 1.10.2019 at the forthcoming Annual General Meeting. He is eligible for reappointment and his appointment is being sought at the ensuing Annual General Meeting. The remuneration payable to Mr. Alok Parakh is fixed in nature and there is no stock option, pension etc. The requisite details in this connection are contained in the Notice convening the Meeting.

Key Managerial Personnel:

Mr. Manikandan R was appointed as Chief Financial Officer of the Company w.e.f. 20.4.2019 and is in charge of the financial operations of the Company.

Mr. Abishek S was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 24.9.2018.

Statement on Declaration given by the Independent Director

As required under Section 149(7) of the Companies Act 2013, all the Independent Directors have given their respective declarations that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

Board Meetings

During the year, Six Board Meetings were held, the details of which are given in the Corporate Governance Report.

Board Committees

In compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted various Committees of the Board. The details on composition of the Committees, attendance of the Directors at the Committee Meetings and terms of reference of the Committees form part of this Annual Report.

Related Party Transactions

As per the requirements of the Companies Act 2013, all the Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval/ ratification of the Committee have been obtained for transactions which are of foreseen and repetitive nature. The details of transactions proposed to be entered into with Related Parties on an annual basis are placed before the Committee. Besides, the Related Party Transactions entered during the year are also reviewed by the Board on an annual basis.

Contracts and Arrangements with Related Parties

All transactions entered by the Company during the financial year with Related Parties were in the ordinary course of business and on arms length basis. The particulars of transactions entered with Related Parties, as referred to in Section 188(1) of the Companies Act, 2013, are provided in AOC-2 which is given as Annexure to this report.

Particulars of Subsidiary, Associate or Joint Venture Company

The Company does not have any Subsidiary or Associate or Joint Venture Company and hence the need for disclosure about Subsidiary, Associate and Joint Venture Company does not arise.

Internal controls system and their adequacy

The Company has designed and implemented a process driven framework for internal financial controls within the meaning of explanation to Section 134(5)(e) of the Companies Act, 2013 and the necessary control systems considering the business requirements, scale of operations and applicable status of the Company are in place in the organisation. The system includes the policies and procedures, delegation of authority, internal check, segregation of duties, internal audit and review framework, safeguarding of its assets, the prevention and detection of frauds and errors, ensuring of accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Details of recommendations of Audit Committee which were not accepted by the Board along with reasons

The Audit Committee generally makes recommendations to the Board of Directors of the Company at its meetings held to consider any financial results (unaudited and audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Board of Directors have considered and accepted all the recommendations made by the Audit Committee.

Auditors

Statutory Auditors

The Company at its 27th AGM held on 22.09.2016 appointed M/s. C.A. Patel & Sanklecha, Chartered Accountants, Chennai (Firm Registration No.015669S) as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of the said AGM. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for continuation of their term.

The report given by the Auditors on the financial statements of the Company is provided in the financial section of the Annual Report. There are no qualifications or reservations in their report. No instance of fraud was reported by the auditors under Section 143(12).

Cost Auditors

Since the business activities do not fall under the scope of cost audit, the Company has not appointed Cost Auditor to audit the records of the Company.

Secretarial Auditors

Pursuant to provisions under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. BP & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended 31.03.2019.The Secretarial Audit Report is attached. There is no qualification made by the Secretarial Auditors. With regard to the observation on appointment of Chief Financial Officer and Company Secretary within six months from the date of such vacancy, it is clarified that the process of identifying suitable candidates for the position of Chief Financial Officer and Company Secretary took some time and the same were later complied with.

Particulars of remuneration of Directors and Employees u/s 197(12) of the Companies Act, 2013

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided as Annexure to this report. There was no employee who received remuneration in excess of prescribed threshold limit.

Particulars of Loans, Guarantees and Investments U/S 186(4) of the Companies Act, 2013

The Company has not given Loans or Guarantees u/s186 of Companies Act, 2013. Please refer Note No.4 to Notes on Accounts for financial year 2018-19 for details of investment made by the Company.

Conservation of energy, technology transfer and foreign exchange earnings and outgo

(i) Conservation of energy

The Company understands the significance of conservation of energy which is also seen as a method for cost reduction. The Company has taken following steps for conserving the energy:

• Change of circuitry in the machines developed in house to reduce power consumption.

• Power saving equipments have been installed on machines and there has been considerable reduction in power consumption.

• Heater insulation jackets have been provided on the machines to prevent the energy losses. Timers have been installed to reduce the idle running of the motors preventing energy losses. Natural lighting is being used in plants to avoid usage of industrial lamps in the day.

• APFC Panels have been installed in all plants to maintain power factor, thus ensuring efficient energy management.

• LED Lamps and Fittings have been installed in place of Metalhylide to save precious energy and costs.

(ii) Research and Development and Technology absorption

During the year under review, the Company continued to improve the quality of products through its normal development systems. The Company has not acquired any imported or indigenous technology.

(iii) Foreign Exchange Earnings and Outgo

(a) Foreign Exchange Earnings - Rs. Nil
(b) Foreign Exchange Outgo - Rs. 699 lacs

Corporate Governance Report

The report on Corporate Governance for the year ended 31.03.2019 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed hereto and forms an integral part of this Report. The certificate from the Auditors regarding the compliance of conditions of Corporate Governance is attached to the report on Corporate Governance as an Annexure.

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Extract of Annual Return

Extract of Annual Return in the prescribed form is given as Annexure to this report in terms of the requirement of Section 134(3)(a) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The same is available on the Companys website www.nationalplasticsgroup.com.

Significant and material orders passed by the Regulators

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status of the Companys operations in future.

Risk Management Policy

The Company has developed and implemented Risk Management Policy. The Policy framework enables the Company to identify and evaluate risks, appropriately rate these risks and grade the same in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Companys competitive advantage. The risk framework defines the risk management approach across the Company at various levels including documentation and reporting.

Board Evaluation

The Directors appointed on the Board are from diverse fields with considerable experience in their fields for decades. Non-Executive Director(s) add substantial value through the deliberations at the Meetings of the Board and Committees thereof. To safeguard the interests of the investors, they play a crucial role in important Committees of the Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee etc. Besides contributing at the Meetings of the Board and Committees, the Non-Executive Directors also have offline deliberations with the Management of the Company and add value through such deliberations. The Non-Executive Directors are only paid Sitting Fees for attending Meetings of the Board. They are not paid any remuneration apart from Sitting Fees.

In a separate Meeting of Independent Directors held on 24.09.2018, performance was evaluated, taking into the account the views of Executive and Non-Executive Directors.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm:

1. That in the preparation of the annual accounts for the year ended 31.03.2019, the applicable accounting standards have been followed by your Company and there were no material departures.

2. That 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 or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care 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.

4. That the Directors have prepared the annual accounts for the year ended 31.03.2019 on a going concern basis.

5. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Adequate measures have been taken to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. No Compliant is pending as on 31.03.2019.

Corporate Social Responsibility (CSR)

The mandatory provisions of CSR under Section 135 of the Companies Act, 2013 are not applicable to the Company.

Acknowledgement

Your Directors place on record their appreciation of the co-operation and support extended by the Customers, Suppliers, Employees and assistance received from Bankers, Local Bodies and other Government Authorities.

On behalf of the Board
For National Plastic Technologies Ltd
Place:Chennai Sudershan Parakh Alok Parakh
Date:19.07.2019 Managing Director Joint Managing Director
DIN: 01161124 DIN: 01417398