Your Directors have pleasure in presenting the THIRTYSECOND ANNUAL
REPORT and the Audited Financial Statements for the Financial Year ended 31st
March, 2023.
(Rs. in Lakhs)
2 Operations
The Board of Directors are pleased to share your Companys continued
progress inspite of challenging situations.
The brief highlights of operations for the Financial Year 2022-23 are
as under:-
• The revenue from operations was 76,852 Lakhs for FY 2022-23 as
against 71,763 Lakhs for FY 2021-22. Growth of 7 %.
• Company has achieved highest ever yearly revenue from operations
in the history of the Company which is a milestone.
• Post COVID global economic downturn has made economic
environment very challenging. There was intense competition and pricing pressure from
established and new players and Company had strategically decided to absorb input price
rise during the year.
• Due to financial discipline and effective working capital
management,
• As of 31st Mar 23, there is no bank borrowings (
3356 lakhs as of 31st Mar 22) .
• As of 31st Mar 23, there is current investment of
2716 lakhs mainly in liquid mutual fund.
• In FY 22-23, 890 lakhs is capital expenditure on account of
land & building, plant and equipment.
• Since last year Company ventured into Engineering Plastics
Compounds and have developed various grades for various applications in automobile,
electrical & electronics etc. Approvals from several OEM and tier-1 manufacturers have
been received and many are under process. The performance till now promises bright future
ahead.
• Engineering Plastic division witnessed robust growth of 527 % in
FY 22-23 and growth momentum is expected to remain strong in time to come. Since inception
i.e. almost more than 3 decades Company is enjoying status of brand leader and market
leader and by foraying into Engineering plastics division it will further gain market
share.
• Considering the strong positive response which Company is
receiving in Engineering Plastics Compounds, we are contemplating expansion in near
future.
• Export Market continued to face severe headwinds and coupled
with volatile currency fluctuations impacted export revenue in FY2022-23.
We are pleased to inform you that company has recently made a strategic
investment in acquiring adjoining land & building at Daman. Since the present capacity
at Daman is utilised to maximum extent, this purchase in adjoining area will enable us to
expand our operations in near future.
We would continue to generate strong cash flow which will enable us to
explore the opportunities and create value for shareholders.
3 Dividend and Dividend Distribution Policy
The Board of Directors have recommended a dividend of 4.00 per share
i.e. @ 80% for the year ended 31st March, 2023. The total outflow amounts to
1039 Lakhs. Dividend payout ratio has increased to 40% in FY 22-23 as against 28% in FY
21-22. This is the highest ever payout ratio in the history of the Company.
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing
Regulations") the Board of Directors of the Company has formulated and adopted the
Dividend Distribution Policy (DDP). The Board of Directors while taking decision for
recommendation of the dividend will take guidance from this policy and would ensure to
maintain a positive approach to dividend payout plans. The Dividend Distribution Policy is
available on the Companys website at https://www.plastiblends.com/Upload/
PolicyOtherDoc/PBI-DMDEND%20DISTRIBUTION%20POUCY.pdf
4 Transfer To Reserves
The Board of Directors have decided to retain the entire amount of
profits for F.Y. 2022-23 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 2014-15 amounting to 11,64,658/- has been transferred to the
Investor Education and Protection Fund. In compliance with the applicable Rules and after
complying with the requisite formalities, Company will be transferring requisite
applicable equity shares to the designated demat account of IEPF Authority. The details of
the shareholders whose shares are liable to be transferred to IEPF can be accessed at
Companys website viz. www.plastiblends.com.
6 Directors
The appointment of Shri Satyanarayan G. Kabra, Chairman & Managing
Director is due for renewal on 30th June, 2023 and shareholders approval is
sought in ensuing Annual General Meeting of the members.
Shri Shreevallabh G. Kabra, Director of the Company will retire by
rotation at the ensuing Annual General Meeting and being eligible offers 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.
7 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
8 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.
9 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
10. Number Of Board Meetings
During the year, 4 (four) 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 report.p>
11 Audit Committee
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report which forms part of this report.
12 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, 2023, 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, 2023 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.
13. 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.
14 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/ Policy Other Doc/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 included in the Corporate Governance
Report forming part of this report.
15 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- VIGILMECHANISM.pdf
16 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.
17 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.
18 Maintenance of cost records
As specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, the Company has maintained cost accounts and records.
19 Risk Management
Risk Management Committee has been constituted as per the requirement
of Regulation 21 of the Listing Regulations. The details pertaining to its Composition and
meetings are set out in the Corporate Governance Report forming part of this report. The
Risk Management Policy which aims at enlarging shareholders value and providing an optimum
risk reward trade off, is uploaded on the Companys website at
https://www.plastiblends.com/Upload/PolicyOtherDoc/PBI- RISK%20MANAGEMENT%20POLICY.pdf.
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
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 2023-24 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
1,32,000/- (Rupees One Lakhs Thirty Two 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 2022-23 form part of this report.
As regards the observations made by Secretarial Auditor in its report the Board of
Directors have instructed Company Secretary to take care in the future to complete the
compliances in timely manner.
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 Web link Of Annual Return
Pursuant to the provisions of section 134(3)(a) of the Companies Act,
2013, web link of the Annual Return for the Financial Year ended March 31, 2023 made under
the provisions of section 92(3) of the Act is placed at http://www.
plastiblends.com/Financial-Results
25 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.
26 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.
27 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.
28 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.
29 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.
30 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.
31 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 forming part of this report. Further, the report
and account are being sent to the Members excluding aforementioned details. In terms of
Section 136 of the Act, the said details are 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.
32 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 2022-23 under review was placed
before the Board of Directors of the Company at its meeting held on May 3, 2023.
33 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, 2023.
34 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.
+91-9892691696
