Plastiblends India Ltd Directors Report.

To

The Members of

Plastiblends India Limited

Your Directors have pleasure in presenting the TWENTY NINETH ANNUAL REPORT and the Audited Financial Statements for the financial year ended 31st March, 2020.

1 Financial Highlights

(Rs. In Lacs)

PARTICULARS Year ended 31st March 2020 Year ended 31st March 2019
Revenue from Operations (Net of Tax) 60,587.24 62,685.38
Other Income 262.13 118.83
Total Revenue 60,849.37 62,804.22
Other Expenditure 53,842.56 56,655.59
Earnings before Interest and Depreciation (EBIDTA) 7,006.81 6,148.63
Less : Interest 148.22 813.66
Depreciation 1,705.01 1,174.25
Profit Before Tax (PBT) 5,153.58 4,160.72
Less : Provision for Taxation
Current Tax 1,434.38 1,200.00
Deferred Tax (53.54) (155.99)
(Excess)/short provision for earlier years (51.88) -
Profit After Tax (PAT) 3,717.54 3,116.71
Other Comprehensive Income (461.36) (261.12)
Total Comprehensive Income for the year 3,256.18 2,855.59

2 Operations

The brief highlights of operations for the Financial Year 2019-20 are as under :-

• The revenue from Operations was Rs. 60,849 Lacs for FY 2019-20 as against Rs. 62,804 Lacs for FY 2018-19.

• Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) increased to Rs. 7,007 Lacs in FY 2019-20 from Rs. 6,149 Lacs in FY 2018-19, an increase of 14%.

• Profit before Tax increased to Rs. 5,154 Lacs in FY 2019-20 from Rs. 4,161 Lacs in FY 2018-19, an increase of 24%.

• Profit after Tax increased to Rs. 3,718 in FY 2019-20 from Rs. 3,117 Lacs in FY 2018-19, an increase of 19%.

• In response to Appeal made by Government of India, Company contributed Rs. 100 Lacs to "PM CARES FUND" in order to combat emergency situation caused by COVID-19 pandemic even though Company had already surpassed CSR contribution limit.

• Despite high volatility in raw material prices and huge swing in USD rate to INR during the year the. Company achieved highest ever EBIDTA of Rs. 7,007 lacs in its history due to cost rationalization, better product mix and operational efficiency.

• Due to effective Working Capital Management there was significant reduction in borrowing by approx. Rs. 2,942 Lacs during FY 2019-20 (In FY 2018-19 borrowing were reduced by Rs. 3,500 Lacs). In last 2 Financial Year borrowings have reduced by Rs. 6,442 Lacs. The trend of reduction in borrowing will continue going forward. During the year, Interest subsidy of Rs. 385 Lacs from Gujarat Government for recently set up Palsana Unit was received under "Scheme for Assistance for Plastic Industries ". These factors lead to reduction in interest cost.

• Company has declared interim dividend @ 75% i.e. Rs. 3.75 per share for the FY 2019-20. The total outflow inclusive of Dividend Distribution Tax (DDT) amounts to Rs. 1,174.92 Lacs. This resulted into Highest ever Dividend pay-out ratio in the History of the Company @ 31.60%.

• Export Market continued to face severe headwinds and coupled with volatile currency fluctuations impacted export revenue in FY2019-20.

The Covid-19 pandemic is the defining global health crisis of our time and is spreading very fast across the continents. But it is much more than a health crisis and is having an unprecedented impact on people and economies worldwide. Your Company has significantly grown after each challenges be it demonetization, introduction of GST and E Way bill, Plastic bag ban etc . We are confident that we will further strengthen ourselves as all necessary measures in terms of mitigating the impact of said external challenges are taken.

3 Dividend

During the year, your Company has declared & paid an Interim dividend of 3.75 per share (@75%).The Board has not recommended any final dividend for the financial year 2019-20. The total outflow on account of interim dividend inclusive of Dividend Distribution Tax (DDT) amounted to 1,174.92 Lacs (Previous year the Company has paid dividend of @ 55% i.e. 2.75 per share and the total outflow inclusive of DDT was 861.61 Lacs.) As informed this is the highest ever dividend payout ratio in the history of Company.

4 Transfer To Reserves

The Board of Directors have decided to retain the entire amount of profits for F.Y. 2019-20 in the Profit & Loss Account.

5 Transfer to IEPF of Equity Shares and unclaimed Dividend

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, all unclaimed / unpaid dividend up to FY 2011-12 has been transferred to the Investor Education and Protection Fund and unclaimed / un-encashed dividend for the FY 2012-13 is due for transfer to IEPF in October 2020. Company has intimated individually to concerned shareholders and published necessary notice in the newspapers intimating the shareholders about the impending transfer and the modus operandi for the same. In compliance with the amended Rules, Company will be transferring requisite applicable equity shares to the designated demat account opened by IEPF Authority. Company has uploaded the details of the shareholders whose shares were liable to be transferred to IEPF on its website viz., www.plastiblends.com.

6 Conferment of Honorary Doctorate Degree on Shri Satyanarayan G. Kabra, Vice-Chairman And Managing Director of the Company

We are happy to inform you that Shri Satyanarayan G. Kabra, Vice-Chairman and Managing Director of the Company has been conferred with honorary Doctorate Degree for his lifetime contribution in the field of Global Leadership & Management, by European International University, Paris at a ceremony held in Singapore in October,2019.

7 Directors

In the Board meeting held on 29th June, 2020 Smt Meena Shreenarayan Agrawal, has been appointed as an Additional Directors and hold office upto the conclusion of this Annual General Meeting. The Company has received notice in writing from a Member proposing her candidature for the office of the Directors of the Company.

Shri Bajrang Lal Bagra, was appointed as an Independent Director at the 24th AGM of the Company held on August 27, 2015 for a term of five years and his term ends on August 26, 2020.

He is eligible for re-appointment for another term of five consecutive years subject to approval of the Members by Special Resolution. He has consented to his re-appointment and confirmed that he is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Companies Act, 2013.

Based on the performance evaluation of the Independent Directors, the Nomination & Remuneration Committee and the Board of Directors of the Company at their Meetings held on June 29, 2020 has recommended his re-appointment as an

Independent Director for a second term of five consecutive years effective from August 27, 2020. During his tenure of appointment, he shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

Shri Shreevallabh G. Kabra, Chairman of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

A brief resume of the Directors seeking appointment/re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM.

8 Board Independence

Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 (6) of the Companies Act, 2013;

Shri Pushp Raj Singhvi
Shri Sudarshan K. Parab
Shri Bajrang Lal Bagra
Shri Rahul R. Rathi
Smt Meena S. Agrawal

9 Annual Evaluation By The Board

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination and Remuneration Committee Members, covering various aspects of the Boards functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the Board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

10 Familiarisation Programme For Independent Directors

The Company conducted familiarisation programme for Directors during the year. The programme aims to provide insights into the Companys business and familiarise Directors with its various aspects and assist them in performing their role as Independent Director. The Companys policy on conducting the familiarisation program has been disclosed on the website of the Company at http://www.plastiblends.com/Upload/PolicyOtherDoc /PLASTIBLENDS-FAMILIARISATION-PROGRAMME.pdf

11 Number Of Board Meetings

During the year, 5 (five) meetings of the Board of Directors were held. The details of the Meetings are furnished in the corporate governance report which forms part of this Annual Report.

12 Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

13 Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, your Directors hereby confirm that

(i) in the preparation of Annual Accounts for the year ended 31st March, 2020, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at end of the Financial Year ended on 31st March, 2020 and of the profit and loss of the Company for the said Financial Year;

(iii) the Directors had 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;

(iv) the Directors had prepared the annual accounts on a "going concern basis";

(v) the Directors had laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and were operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

14 Credit Ratings

During the year, credit rating agency CRISIL has reaffirmed CRISIL A + / Stable (Long Term Rating) and CRISIL A1 (Short Term Rating) ratings to the Bank loan facilities availed by the Company.

15 Nomination And Remuneration Policy (NRP)

The NRP of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel is hosted on the website of the Company at the following web link : http://www.plastiblends.com/Upload/PolicyOtherDoc/ PLASTIBLENDS-NRC.pdf

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as in this Report.

16 Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at http://www.plastiblends.com/Upload/PolicyOtherDoc/PLASTIBLENDS-VIGIL%20MECHANISM.pdf

17 Prevention Of Insider Trading

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in Company securities.

18 Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

19 Risk Management Policy

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enlarging shareholders value and providing an optimum risk reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

20 Corporate Governance

As required by Regulation 27 of the Listing Regulation, a Report on Corporate Governance is appended along with a Certificate of Compliance from the Auditors, forming part of this report. The Board of Directors of the Company adopted the Code of Conduct and the same is posted on the Companys website. The Directors and Senior Management personnel have affirmed their compliance with the said code.

21 Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://www.plastiblends.com/Upload/PolicyOtherDoc/PBI-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf. Your Directors draw attention of the Members to Notes on financial statement which sets out related party disclosures.

22 Auditors

Statutory Auditors

M/s. Kirtane & Pandit LLP, Chartered Accountants, Pune, were appointed as Statutory Auditors for a term of 5 (five) consecutive years in the 28th AGM held on 27th July, 2019 and hold office upto 33rd AGM to be held in the year 2024. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualifications, reservation or adverse remark.

Cost Auditor

In terms of section 148 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Urvashi Kamal Mehta & Co, Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for Financial Year 2020-21 on the recommendation made by the Audit Committee.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the Members at the ensuing Annual General Meeting would be 1,20,000/- (Rupees One Lac Twenty Thousand Only) excluding applicable statutory taxes, conveyance and out of pocket expenses, if any.

Secretarial Auditor

As required under provisions of section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Bhandari & Associates, Company Secretaries, in Form MR-3 for the FY 2019-20 form part of this report.

23 Corporate Social Responsibility (CSR)

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, total amount to be spent under CSR for the Financial Year and amount spent is set out at CSR statement forming part of this Report.

24 Business Responsibility Report (BRR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report initiatives taken from an environmental, social and governance perspective in the prescribed format is available as a separate section of this Annual Report.

25 Extract Of Annual Return

Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2020 made under the provisions of section 92(3) of the Act forms part of this report.

26 Material Changes

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate & the date of the report.

27 Particulars Of Loans, Guarantees & Investments

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

28 Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings & Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, forms part of this report.

29 Deposits

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

30 Significant & Material Court Orders

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact of the going concern status and the Companys operations in future.

31 Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.

32 Particulars Of Employee And Related Disclosures

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employee as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and account are being sent to the Members excluding aforementioned annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

33 MD & CFO Certification

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2019-20 under review was placed before the Board of Directors of the Company at its meeting held on June 29, 2020.

34 Secretarial Standard

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the Financial Year ended 31st March 2020.

35 Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Shareholders, Bankers, Government Authorities, Export Promotion Council, Other Semi Government Authorities, Stock Exchanges, Customers, Dealers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staffs and workers of the Company.

For and on behalf of the Board
Place : Mumbai S. V. Kabra
Date : June 29, 2020 Chairman
(DIN : 00015415)