plastiblends india ltd Directors report

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 31^st Mar 23, there is no bank borrowings ( 3356 lakhs as of 31^st Mar 22) .

• As of 31^st 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 31^st 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 30^th 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 31^st 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 31^st 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 31^st 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.