Planters Polysack Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 35th Annual Report and Audited Financial Statements of your Company for the year ended 31st March 2020 and the Report of the Auditors thereon.

1. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY:

Your Company has not carried on any business activities in current and previous financial years and accumulated losses have increased from Rs. 38,38,511 to Rs. 44,76,910 due to loss in the financial year 2019-20 which is on account of expenses.

Since the Company has suffered loss during the current year there is no provision for income tax in the year.

Your Board of Director are evaluating various business opportunities from time to time and is in continuous efforts to raise resources from investors or institutions, however during the financial year none of this materialized.

2. BRIEF STATE OF COMPANYS AFFAIR: The Company is a professionally managed Company and the Company has business objectives of manufacturing, trading etc. of containers, packaging, textile and textile related products as also can carry out real estate related business activities, however in view of the poor financial conditions of the Company during the year no business operation has taken place and efforts made by the Board of Directors were not materialised.

3. DIVIDEND: Your Directors regret their inability to recommend any dividend since the Company has suffered loss during the current financial year.

4. TRANSFER TO RESERVES: Since the Company has no surplus during the year no amount has been transferred to the Reserves maintained by the Company.

5. SHARE CAPITAL: The Paid up Equity Share Capital of the Company as on March 31, 2020 is Rs. 14,00,000 divided into 1,40,000 Equity shares having face value of Rs. 10 each.

During the year under review, the Company has not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

6. DISCLOSURES RELATING TO SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES: As on 31st March, 2020 the Company does not have any Subsidiary or Associate and Joint Venture Company.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS: During the year no such material and significant event occurred.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION: There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

9. DEPOSITS: Your Company has not accepted any fixed deposits from the public under Section 73 of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014 and as per the provisions of Reserve Bank of India.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

186 OF THE ACT: During the year your Company has not given any loan, Guarantee or not made any investment under Section 186 of the Act.

11. EXTRACT OF THE ANNUAL RETURN: The extract of the Annual Return in form MGT – 9 as required under Section 92 (3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, is attached herewith as Annexure - A.

12. DISCLOSURES AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION and FOREIGN

EXCHANGE EARNING AND OUTGO: Presently, your Company has not carried on any business activities and therefore not required to disclose the details related to conservation of energy, technology absorption. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(A) COMPOSITION OF BOARD: There was no change in composition of the Board of Directors during the year under review. As on end of financial year Board of Directors of your company comprises of 4 (Four) Directors out of which 2 (Two) are Independent Non Executive Directors including 1 (One) Woman Director.

(B) RETIREMENT BY ROTATION: Mr. Kamal Jain (DIN 00418536), Director retires by rotation and being eligible offers himself for reappointment.

(C) INDEPENDENT DIRECTORS: Your Company has received the confirmation / disclosures from the Independent Directors for the year as mandated under Section 149(7) of the Companies Act, 2013 as well as under Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. The Independent Directors of the Company have registered their names with the Institute of Corporate Affairs for inclusion of the name in the data bank for a period of one year, as per the provisions of Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.

The following are the Independent Non – Executive Directors of the Company: Mr. Hemant Ameta and Ms. Ruchi Mandora.

(D) RE-APPOINTMENT OF INDEPENDENT DIRECTOR: Your Board has recommended re-appointment of Ms. Ruchi Mandora for another term of 5 years as Independent Director on the Board of the Company.

(E) WOMAN DIRECTOR: In terms of the provisions of Section 149(1) of the Companies Act, 2013, a Company shall have at least one Woman Director on the Board of the Company. Your Company has Ms. Ruchi Subhash Mandora as a Woman Director on the Board of the Company.

(F) KEY MANAGERIAL PERSONNEL: During the year under review there are following changes in Key Managerial Personnel:

Mr. Sarvesh S. Nandgaonkar resigned from the office of the Company Secretary of the Company with effect from 24.04.2019 and ceased to be the Compliance officer of the Company.

Ms. Rani Amod Jha was appointed as the Company Secretary and Compliance Officer of the Company with effect from 05.06.2019 and has resigned with effect from 04.10.2019 and ceased to be the Compliance officer of the Company.

Ms. Prutha Desai was appointed as the Company Secretary and Compliance Officer of the Company with effect from 05.03.2020.

In terms of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on date:

Mr. Kanhaiyalal S Basotia Whole Time Director
Mr. Sushil S Basotia Chief Financial Officer (CFO)
Ms. Prutha Desai Company Secretary

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE:

During the year, the meetings of the Board of Directors were held at regular interval and the Board met 6 (Six) times. Dates of Board meetings and attendance of Directors are given below;

Date of Board Meeting Total Directors Present Directors
1. 30-05-2019 4 4
2. 05-06-2019 4 4
3. 14-08-2019 4 4
4. 14-11-2019 4 4
5. 14-02-2019 4 4
6. 05-03-2019 4 4

15. MEETING OF INDEPENDENT DIRECTORS: Independent Directors duly met during the year under review.

16. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES: The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors subject to a maximum as provided in Articles of Association and Companys policy as referred under Section 178(3) of the Companies Act, 2013 is forming part of this report as Annexure - B.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: There are no such particulars as the Company has not made any such transactions referred under Section 186 of the Companies Act, 2013.

18. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL

DIRECTORS: A formal evaluation of performance of the Board, its Committees and the individual Directors was carried out. Led by the Nomination and Remuneration Committee, the evaluation was done using individual questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc.

19. AUDITORS:

Statutory Audit and Auditors Appointment:

In line with Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Bansilal Shah & Co., Chartered Accountants, (Firm Reg. No. 000384W) were reappointed as the Statutory Auditors of the Company from the conclusion of 34th Annual General Meeting until the conclusion of 37th Annual General Meeting of Company.

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act..

Secretarial Auditor and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/ s Jain Rahul & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2019-20. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the financial year ended 31st March 2020 is annexed to this report as Annexure - C.

Further, with respect to the observations in the Secretarial Audit Report in view of the poor financial conditions of the Company, the Company is not able to publish notices and financials results in the newspaper and is making all its details available to stock exchanges from time to time. However, the management of the Company is being carried out under the supervision of the professional Board and assistance of professionals was taken from time to time and notices and financial results were displayed on the website of Company and stock exchanges.

20. DIRECTORS RESPONSIBILITY STATEMENT: Your Directors in terms of Section 134 (5) of the Companys Act, 2013 confirm that:

a) All applicable accounting standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) Your Directors have selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2020 and of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows internal financial controls and that such internal controls are adequate and are operating adequately.

f) There are proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS: The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

22. AUDIT COMMITTEE: The Company has Audit Committee constituted under the chairmanship of Mr. Hemant Ameta in accordance with the provisions of Section 177(1) of the Companies Act, 2013. As on 31st March, 2020, the Composition of the Committee is Mr. Hemant Ameta, Chairman; Ms. Ruchi Mandora and Mr. Kamal Jain are the members;

All the recommendations made by the Audit Committee were accepted by the Board during the year. During the year the Committee met 4 (four) times.

23. VIGIL MECHANISM: As required in terms of the provisions of Section 177 (9) of the Act, your Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee.

The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR): The Companys net worth, turnover or net profit are below the limits specified under Section 135 of the Act and therefore the requirement for constituting Corporate Social Responsibility Committee; formation of policy and other related provisions are not applicable during the year.

25. RISK MANAGEMENT POLICY: The Board of Director are overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board has approved Risk Management policy, which acts as guiding principles by which key risks are managed in the Company.

The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company, which threatens its existence.

26. CORPORATE GOVERNANCE REPORT: In terms of the provisions of regulation 15 (2) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate Governance provisions as specified is not applicable as the Companys Paid up Equity Share Capital is not exceeding rupees 10 Crores and net worth is not exceeding rupees 25 Crores as on 31st March 2020.

27. PARTICULAR PURSUANT TO SECTION 197(12) AND RELEVANT RULES: In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details. However there are no such details reportable.

28. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: The Company believes in creating an environment for its employees which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

29. ADDITIONAL INFORMATION: Your Company provides additional information related to the Companys business, matter of interest to the investors like financial information etc. on its website www.planterspolysacks.com.

30. DISCLOSURE: The Company has complied with applicable provisions of Secretarial Standards i.e. SS-1 and SS-2.

31. ACKNOWLEDGEMENT: Your Directors place on record their appreciation for assistance and co-operation received from various Government agencies, Banks, Financial Institutions, Stock Exchanges, customers, suppliers and other business associates during the financial year.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31ST March, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L19129MH1985PLC243116
ii. Registration Date 17th May, 1985
iii. Name of the Company Planters Polysacks Limited
iv. Category / Sub-Category of the Company Limited by Shares / Indian
Company Non-Government Company
v. Address of the Registered office and contact details Office No. 1401, Realtech Park,
Plot No. 39/2, Sector No. 30A, Vashi,
Navi Mumbai – 400 703, Maharashtra
Tel: 022 – 2781 2035
www.planterspolysacks.com
vi. Whether Listed Company Yes
vii. Name, Address and Contact details of Registrar and Transfer Agent, if any Sharex Dynamic (India) Pvt. Ltd.
C 101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai - 400 083.
Tel : 022 - 2851 5606 / 44
Fax : 022 - 2851 2885
E-mail ID : support@sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) :-

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company**
1. NIL NIL NIL

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :–

Name and Address of the Company CIN / GLN Holding / Subsidiary / Associate Applicable Section
1. N.A. N.A. N.A. N.A.

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as % of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. PROMOTERS:
1) Indian
a) Individual / HUF - - - - - - - - -
b) Any Other - - - - - - - - -
Sub-total A (1) 0 0 0 0 0 0 0 0 0
2) Foreign
a) NRIs Individuals - - - - - - - - -
b) Any other - - - - - - - - -
Sub-total A (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter 0 0 0 0 0 0 0 0 0
(A) = A(1) + A(2)
B. PUBLIC SHAREHOLDING:
a) Mutual Funds / UTI - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Others (Specify) - - - - - - - - -
Sub-total B (1) - - - - - - - - -
2. Non-Institutions
a) Bodies Corp
i. Indian 1,094 - 1,094 0.78 1925 - 1925 1.38 0.59
ii. Overseas - - - - - - - - -
b) Individuals
i. Individual Share- holders holding nominal share capital upto Rs. 1 Lac 1,08,483 3,447 1,11,930 79.95 1,08,841 3,184 1,12,025 80.018 0.07
ii. Individual share- holders holding nominal share capital in excess of Rs. 1 Lac 25,550 0 25,550 18.25 25,550 0 25,550 18.25 0
c) Others specify
NBFC/Trust/HUF 2,263 0 2,263 1.62 2,262 0 2,262 1.62 0
Clearing Members 1,146 0 1,146 0.82 200 0 200 0.14 (0.68)
Sub-Total B (2) 1,36,383 3,617 1,40,000 100 1,36,573 3,427 1,40,000 100 -
Total Public Share- holding (B)=B (1) = B (2) 1,36,383 3,617 1,40,000 100 1,36,573 3,427 1,40,000 100 -
C. SHARES HELD BY CUSTODIAN FOR GDRS & ADRS (NIL)
Grand Total (A+B+C) 1,36,383 3,617 1,40,000 100.00 1,36,573 3,427 1,40,000 100 -

(ii) Shareholding of Promoters : There are no Promoters in the Company.

(iii) Change in Promoters Shareholding (please specify, if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Particulars No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
(No Changes)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For each of the Top 10 Shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Kuntal P. Shah
At the beginning of the year 14,500 10.36 14,500 10.36
Changes during the year - - 14,500 10.36
At the end of the year - - 14,500 10.36
2. Padma Pradeep Babel
At the beginning of the year 11,050 7.90 11,050 7.90
Changes during the year - - 11,050 7.90
At the end of the year - - 11,050 7.90
3. Chandadevi Bhutiya
At the beginning of the year 7,000 5.00 7,000 5.00
Changes during the year - - 7,000 5.00
At the end of the year - - 7,000 5.00
4. Nishant Sharma
At the beginning of the year 7,000 5.00 7,000 5.00
Changes during the year - - 7,000 5.00
At the end of the year - - 7,000 5.00
5. Ramchandra G. Chhipa
At the beginning of the year 7000 5.00 7,000 5.00
Changes during the year - - 7,000 5.00
At the end of the year - - 7,000 5.00
6. Mamta Anish Saraf
At the beginning of the year 7,000 5.00 7,000 5.00
Changes during the year - - 7,000 5.00
At the end of the year - - 7,000 5.00
7. Rajkumar R. Bhutia
At the beginning of the year 6,000 4.29 6,000 4.29
Changes during the year - - 6,000 4.29
At the end of the year - - 6,000 4.29

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): (Continued)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For each of the Top 10 Shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
8. Manoj J. Saraf
At the beginning of the year 6,000 4.29 6000 4.29
Changes during the year - - 6000 4.29
At the end of the year - - 6000 4.29
9. Anish J. Saraf
At the beginning of the year 6,000 4.29 6,000 4.29
Changes during the year - - 6,000 4.29
At the end of the year - - 6,000 4.29
10. Prakash Chandra Rathi
At the beginning of the year 0 0.00 0 0.00
Changes during the year 4,200 3.00 4,200 3.00
At the end of the year 4,200 3.00 4,200 3.00

(v) Shareholding of Directors and Key Managerial Personnel :

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Shareholding of each Directors and each Key Managerial Personnel No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Kanhaiyalal Basotia
At the beginning of the year 1,560 1.11 1,560 1.11
Changes during the year - - 1,560 1.11
At the end of the year - - 1,560 1.11

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i. Principal Amount - 24,27,308 - 24,27,308
ii. Interest due but not paid - - - -
iii. Interest accrued but not due - - - -
TOTAL (i+ii+iii) - 24,27,308 - 24,27,308
Change in Indebtedness during the Financial Year
Additions - 6,00,000 - 6,00,000
Reductions - - - -
Indebtedness at the end of the financial year
i. Principal Amount - 30,27,308 - 30,27,308
ii. Interest due but not paid - - - -
iii. Interest accrued but not due - - - -
TOTAL (i+ii+iii) - 30,27,308 - 30,27,308

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and / or Manager:

Particulars of Remuneration Name of MD / WTD / Manager Mr. Kanhaiyalal Basotia Total Amount
1. Gross Salary Nil Nil
a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Nil Nil
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil
4. Commission
- as % of profit Nil Nil
- others, specify Nil Nil
5. Others, please specify Nil Nil
Total (A) Nil Nil
Ceiling as per Act Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other directors:

Particulars of Remuneration Name of Directors 1 2 Total Amount
3. Independent Directors Mr. Hemant Ameta Ms. Ruchi Mandora
• Fee for attending board committee meetings - - -
• Commission - - -
• Others, please specify - - -
Total (1) - - -
4. Other Non-Executive Directors Mr. Kamal Jain
• Fee for attending board committee meetings - -
• Commission - -
• Others, please specify - -
Total (2) - -
Total (B)=(1+2) - -
Total Managerial Remuneration - -
Overall Ceiling as per the Act - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Key Managerial Personnel

Particulars of Remuneration

Mr. Sushil Basotia, CFO

Mr. Sarvesh Nandgaonkar, CS, resigned on 24.04.2019

Ms. Rani Jha, Company Secretary w.e.f. 05.06.2019 – resigned on 04.10.2019

Ms. Prutha Desai, Company Secretary w.e.f. 05.03.2020

1. Gross Salary
a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 - 27,000/- 1,00,000 17,420/-
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - - - -
- as % of profit
- others, specify
5. Others, please specify - - - -
TOTAL - 27,000/- 1,00,000 17,420/-

VII. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES: During the there were no instances of any penalty / punishment / Compounding fees being imposed on the Company; any of its Directors or other officer in default by any authority under the Companies Act, 2013.