Polymechplast Machines Ltd Directors Report.

To

The Members of POLYMECHPLAST MACHINES LIMITED

Your Directors have pleasure in presenting the Boards Report of your Company together with the Financial Statements for the financial year ended 31st March, 2019.

1. FINANCIAL & OPERATIONAL RESULTS:

PARTICULARS 2018-19 2017-18
(Rs. In Lakhs) (Rs. In Lakhs)
Profit/(Loss) before Depreciation, Exceptional Item and Tax 346.05 257.48
(Less) Depreciation (37.87) (36.77)
Profit/(Loss) before Tax 308.18 220.71
Add/(Less)Tax expense
(i) Current tax (93.28) (68.65)
(ii) Deferred tax 6.79 (26.69)
(less)Income tax adjustments relating to earlier year 2.25 (169)
Net Profit for the Year 219.42 123.68
Add: BALANCE BROUGHT FORWARD 555.71 435.68
(Less): Remeasurement of the Net Defined Benefit (00.30) (3.66)
(less) Dividend Paid (46.12) -
PROFIT CARRIED FORWARD TO BALANCE SHEET 729.32 555.71

During the year under review, total income of Rs. 5480.91 lacs as against Rs. 4864.95 lacs in the previous year exhibits growth of about 12.66%. Net profit of Rs. 219.42/- as against Rs 123.68 in the previous year has grown by about 77.41% which can be mainly attributed to changes in inventory and change in indirect tax structure.

2. DIVIDEND

Your Directors are pleased to recommend dividend at the rate of 8% i.e. Rs. 0.80 per equity share for the year ended 31st March, 2019 subject to approval of shareholders.

3. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Neither the Company has any Subsidiary, Joint venture nor Associate Company nor any other Company has become or ceased to be Subsidiary/Joint Venture/ Associate Company of the Company during the year.

4. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed amount to be transferred to Investor Education & Protection Fund(IEPF) during the year under review pursuant to provisions of Section 125 of the Companies Act, 2013 (‘the Act) and accordingly no amount is transferred to IEPF.

5. EXPLANATION(S)/COMMENT(S) ON QUALIFICATION(S)/ RESERVATION(S)/ ADVERSE REMARK(S)/ DISCLAIMER BY STATUTORY AUDITOR/SECRETARIAL AUDITOR IN THEIR RESPECTIVE REPORT

There are neither any qualification/ reservation/ adverse remark nor any disclaimer by Statutory Auditor or Secretarial Auditor in their draft report and accordingly no explanation/ comment is required.

6. MATERIAL CHANGES AND COMMITMENTS

No material change and commitment affecting the financial position of the Company have occurred between the period of end of financial year to which this financial statement relates and the date of this report and hence not reported.

7. EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER FORM MGT-9

The Extract of Annual Return as required under section 92(3) of the Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is enclosed as per Annexure -A.

8. MEETING OF THE BOARD OF DIRECTORS DURING THE YEAR

During the Financial Year 2018-19, Eight meetings of the Board of Directors of the Company were held.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, 2013, the Board of Directors of the Company confirms that

i. Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure, if any, while preparing the annual accounts;

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Profit & Loss of the Company for the period;

iii. Your Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. Your Directors have prepared the annual accounts on a going concern basis.

v. Your Directors have laid down internal financial controls which are adequate & effectively operational.

vi. Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and effectively operational.

10. AUDITORS

a) Statutory Auditors and Report

In accordance with the provisions of section 139 and other applicable provisions, if any of the Act and the relevant Rules framed thereunder, your Company has appointed M/s CNK & Associates, LLP Chartered Accountants, Vadodara as a Statutory Auditors of the Company to hold office up to the conclusion of 35th Annual General Meeting. In line with the amended section 139(1) of the Act, the requirement for ratification of appointment of auditors at every annual general meeting is done away with. Accordingly, no resolution is proposed for ratification of appointment of auditors.

The Auditors Report for the Financial Year 2018-19 does not contain any qualification, reservation or adverse remark.

b) Secretarial Auditors and Report

The Company has appointed M/s Devesh Pathak & Associates, Practising Company Secretaries as Secretarial Auditors. Their report is enclosed as per Annexure-B.

c) Internal Audit and Report

The Company has appointed M/s JHS & Associates, Chartered Accountants as Internal Auditors.

d) Cost Audit and Report

There is no requirement for Cost Audit as the Company does not fall in the criteria for the same.

11) LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any guarantees or securities covered under the provisions of Section 186 of the Companies Act, 2013(the Act).

However, the aggregate of loans and advances granted as also investments are within the limits of Section 186 of the Act.

12) RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Act in the prescribed Form AOC-2, is enclosed as per Annexure-C forming part of this report.

13) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy;

- Installation of Solar Photo Voltic system earlier helps in conservation of energy.

(ii) the steps taken by the Company for utilizing alternate sources of energy;

- Installation of Solar Photo Voltic system earlier helps in using alternative source of energy i.e. Solar Power

(B) TECHNOLOGY ABSORPTION:

Since the Company has not imported technology, the Company has no information to offer in respect of Technology absorption.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, actual inflow and actual outflow of foreign exchange was Rs. 1,10,55,835/- and Rs. 3,10,02,626/- respectively.

14) RISK MANAGEMENT

Risk Management Policy is in place.

15) DIRECTORS AND KMP

There was no change in the Directors and Key Managerial personnel.

The Board, in terms of the recommendation of Nomination and Remuneration Committee approved the re appointment of Mr. Ashokkumar Shah as a Non-Executive Independent Director subject to approval of shareholders.

The Board in terms of the recommendation of Nomination and Remuneration committee approved the reappointment of Mr. K R Bhuva as a Managing Director as well as reappointment of Mr. M R Bhuva and Mr. H P Bhuva as executive Directors for the period of three years w.e.f 1st October, 2019 subject to approval of shareholders

Mr. M.R. Bhuva, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re election as a Retiring Director.

16) Deposits:

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

17) CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in any of the criteria of Section 135(1) of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same.

18) MEDIAN EMPLOYEE DETAILS

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to any member on request.

19) ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR), the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment& Remuneration Committees.

20) CORPORATE GOVERNANCE REPORT

In view of paid up capital and Net Worth of the Company being lesser than Rs. 10 Crores and Rs. 25 Crores respectively, Corporate Governance Report as prescribed in Clause C of schedule V to LODR is not included in the Annual Report in terms of Regulations 15(2) of LODR.

21) INDEPENDENT DIRECTORS AND DECLARATION

Mrs. H. D. Pathak, Mr. A. N. Shah and Mr. B.J. Vyas have been appointed as the Independent Directors of the Company pursuant to Section 149(10) of the Companies Act, 2013

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

22) NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination & Remuneration committee pursuant to section 178(1) of the Act and accordingly formulated the policy on Directors Appointment and Remuneration.

23) REMUNERATION POLICY

Remuneration to Executive Directors:

The detail of remuneration paid to Executive Directors are provided in the Extract of Annual Return i.e. Form No. MGT-9 as per Annexure-A.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees for each meeting of the Board and Committee of Directors attended by them.

Name of the Director Position held in the Committee Category of the Director
Mr. Ashokkumar Shah Chairman Non Executive Independent Director
Mr. Bhasker J. Vyas Member Non Executive Independent Director
Mrs. Hemangini Pathak Member Non Executive Independent Director

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

24. CODE OF CONDUCT

The Company has suitably laid down the code of conduct for all Board members and senior management personnel of the Company. The declaration by Managing Director and CFO of the Company relating to the compliance of the aforesaid code of conduct forms an integral part of this annual report.

25. VIGIL MECHANISM

In accordance with Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22(1) of LODR, the Company has formulated the Vigil Mechanism for Directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee.

26. INSIDER TRADING POLICY

The Insider Trading Policy has been amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2018. The key changes include inter alia change in the definition of designated persons. Maintenance of digital data base, internal controls and policy and procedure for inquiry in case of leak of UPSI.

27. POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURE

This policy applies to disclosures of the material events affecting the Company.

28. NO SIGNIFICANT OR MATERIAL ORDER

No significant or material order was passed by any regulator, court or tribunal impacting the going concern status or Companys operations in future during the year under review.

29. REPORTING OF FRAUDS

There has been no instances of fraud reported by the Statutory Auditors under section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

30. TRANSFER TO GENERAL RESERVE

The Company is not required to transfer any amount to its reserves. Hence, no amount is transferred to reserves during the year under review.

31. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

32. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of Rs 1,02,00,000 or more per annum or Rs. 8,50,000 per month for any part of the year or more and hence no particulars have been furnished as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

33. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed off during the financial year2018-2019 is as under:

- Number of Complaints Received NIL
- Number of Complaints Disposed off NIL

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report as stipulated under Para B of Schedule V of LODR is attached to this Report as per Annexure.

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place. It has documented procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

Audit Committee of the Board of Directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards as well as reasons for changes in accounting policies and practices, if any.

36. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Directors state that the Company has been Compliant of applicable Secretarial Standards during the year under review.

37. ACKNOWLEDGEMENT

Your Directors take opportunity to express their gratitude to government, bankers, advisers, employees and shareholders for their valuable support and co-operation,

FOR AND ON BEHALF OF THE BOARD
Date : 28/05/2019 K. R. Bhuva
Place: Vadodara Chairman & Managing Director