TPL Plastech Ltd Directors Report.

To

The Members,

Your Directors are pleased to present their Report on your Companys business operations along with the Audited Statement of Accounts for the financial year ended 31st March, 2020.

FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars

Standalone

Consolidated

2020 2019 2020 2019
i. Revenue from Operations 20,927.08 21,900.73 21,625.40 22,615.80
ii. Profit before Interest, Depreciation & Tax 2,389.14 2,543.79 2,439.25 2,602.24
iii. Interest & Finance Cost 561.11 596.08 583.88 636.49
iv. Depreciation 354.08 375.32 367.68 388.98
v. Profit Before Tax 1,473.95 1,572.39 1487.69 1,576.77
vi. Tax Expenses (412.71) (433.98) (412.71) (433.98)
vii. Other Comprehensive Income/(Exp) - (0.66) - (0.66)
viii. Profit After Tax 1,061.24 1,137.75 1,074.99 1,142.13

STATE OF COMPANYS AFFAIR CONSOLIDATED

Net Revenue from operations for the consolidated entity decreased to Rs. 21,625.40 Lakhs as against Rs. 22,615.80 Lakhs in the previous year, lower by 4.38%. The Net Profit stood at Rs. 1,074.99 Lakhs as compared to the previous year Rs. 1,142.13 Lakhs.

STANDALONE

Net Revenue from operations for the standalone entity decreased to Rs. 20,927.08 Lakhs as against Rs. 21,900.73 Lakhs in the previous year, lower by 4.45%. The Net Profit stood at Rs. 1,061.24 Lakhs as compared to the previous year Rs. 1,137.75 Lakhs.

DIVIDEND

Your Directors are pleased to recommend 35% Final Dividend (being Rs. 3.50 per share) (Previous Year-35%) on 78,00,300 Equity Shares of Rs.10/- each, subject to the approval of Shareholders. The Final Dividend entails cash outflow of Rs. 273.01 Lakhs.

TRANSFER TO RESERVES

The Board of Directors have decided to transfer Rs. 106.12 Lakhs to General Reserve for Financial Year 2019-20.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2020 was Rs. 7,80,03,000 comprising of 78,00,300 Equity Shares of Rs. 10/- each. During the year under review, your Company has neither issued any shares nor has granted any stock options.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 (" the Act"), the consolidated financial statements of the Company and its subsidiary (i.e. Ecotech Green Lifecycle Limited) prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of the said section, a statement containing the salient features of the financial statements of the Companys Subsidiary in Form AOC-1 is given in this Annual Report. Further, in accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary is available for inspection by the members at the corporate office of the Company during normal business hours on all the working days upto the date of the Annual General Meeting (AGM).

Pursuant to Section 136 of the Companies Act, 2013 ("the Act"), the Company is exempted from attaching the Annual Report of the Subsidiary Company. The Company shall provide the copy of the financial statement of its Subsidiary Company to the shareholders upon their request.

The Companys policy on material subsidiaries, as amended from time to time, approved by the Board, is uploaded on the Companys website at www.tplplastech.in.

AMALGAMATION OF ECOTECH GREEN LIFECYLE LIMITED (WHOLLY OWNED SUBSIDIARY) WITH TPL PLASTECH LIMITED (HOLDING COMPANY)

The Board of Directors at their meeting held on 11th February, 2020 have subject to the approval of the Honble National Company Law Tribunal [NCLT], Ahmedabad Bench, Ahmedabad, Stock Exchanges (BSE Limited and National Stock Exchange of India Limited (NSE)) where the shares of the company are listed, shareholders of both the Companies and their lenders and creditors and other relevant regulatory authorities approved the Scheme of Amalgamation of ECOTECH GREEN LIFECYCLE LIMITED) (The Transferor Company) the wholly owned subsidiary of TPL PLASTECH LIMITED with TPL PLASTECH LIMITED i.e. holding Company (The Transferee Company).

Due to COVID 19 pandemic issue, the Company could not able to lodge the Scheme with National Company Law Tribunal, Ahmedabad Bench, Ahmedabad and the same will be lodged with NCLT once the things are normalized and settled.

RELATED PARTY TRANSACTIONS

In line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Policy on Material Related Party Transactions which is available on Companys website at www.tplplastech.in.

All the Related Party Transactions entered during the year under review were in ordinary course of business and on arms length basis. All the Related Party Transactions are placed before Audit Committee for review and approval. Prior omnibus approvals are granted by Audit Committee for Related Party Transactions which are of repetitive nature, entered in the ordinary course of business and are on arms length basis. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in the Form AOC-2 is annexed as Annexure E to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Monika Srivastava (DIN: 02055547), Director of the Company, retires by rotation and being eligible, she offers herself for re-appointment.

The above re-appointment forms part of the Notice of the 27th Annual General Meeting and the respective Resolution is recommended for your approval.

The brief profile of Director seeking reappointment, covering details of their qualification and experience, as required pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India is annexed to the notice of this Annual General Meeting.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, amended. They have also confirmed that they have registered their name in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, Manesar.

COMMITTEES OF THE BOARD

The Company has six Board Committees as on 31st March, 2020:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Risk Management Committee

5) Corporate Social Responsibility Committee

6) Committee of Directors

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee has formulated a policy relating to the remuneration of its Directors and Key Managerial Personnel and other employees as stipulated by Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations. In terms of proviso to Section 178(4) of the Act, the policy has been hosted on the website of the Company at www.tplplastech.in.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board with the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met four (4) times during the previous financial year on 24th May, 2019, 10th August, 2019, 12th November, 2019 and 11th February, 2020. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS

STATUTORY AUDITOR

M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai (Firm Registration No. 119891W), have been appointed as the Statutory Auditor of the Company for the period of five years upto the Conclusion of the AGM to be held for year 2021-2022, subject to ratification by members at every Annual General Meeting of the Company. Pursuant to the amendment to Section 139 of the Act effective from May 7, 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. M/s. Raman S. Shah & Associates have furnished a certificate of their eligibility and consent under Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 for their continuance as the Auditors of the Company for the FY 2020-21. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

SECRETARIAL AUDITOR

In accordance to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Arun Dash & Associates, Practicing Company Secretaries (Membership No. F9765 & C P No. 9309) to conduct Secretarial Audit for the financial year 2019-20. The Report of the Secretarial Auditor in prescribed Form No. MR- 3 is annexed hereto as Annexure B. The said Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in the prescribed form i.e., Form MGT-9 is annexed as Annexure A, which forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 197 of the Companies Act 2013 and Rule 5(1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure F and forms part of this Report.

LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the Financial Statement forming part of Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 2013 and the rules framed thereunder.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our offices and establishments. The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) that the Directors have 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.

d) that the Directors have prepared the annual accounts on a going concern basis.

e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

AUDIT COMMITTEE COMPOSITION

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

The Company has constituted a CSR Committee and adopted a CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company at www.tplplastech.in.

The composition of the CSR Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report. The report on CSR activities undertaken by the Company in accordance to the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report at Annexure C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate Section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Companys philosophy is based on the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company adheres to corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation.

As required under the provisions of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance forms part of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance.

VIGIL MECHANISM-WHISTLE BLOWERS POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In order to achieve the same, the Company has formulated a Whistle Blowers Policy to provide a secure environment and to encourage all employees and Directors of the Company, shareholders, customers, vendors and/or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Policy has been uploaded on the website of the Company at www.tplplastech.in.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. Detailed disclosure required as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as follows:

Number of complaints of Sexual harassment received in the year Nil
Number of complaints disposed off during the year Nil
Number of cases pending for more than ninety days Nil
Number of workshops or awareness programme against sexual harassment carried out 4
Nature of action taken by the employer or district officer NA

RISK MANAGEMENT POLICY

The Company is committed to high standards of business conduct and good risk management to:

• Protect the Companys assets

• Safeguard shareholder investment

• Avoid major surprises relating to overall control environment

• Achieve sustainable business growth

• Ensure compliance with applicable legal and regulatory requirements.

The Board has adopted a policy on risk management to mitigate inherent risks and help accomplish the growth plans of the Company. Accordingly, various potential risks relevant to the Company have been identified by the Audit Committee. The Board reviews the same periodically and suggests measures to mitigate and control these risks.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR & THE DATE OF REPORT

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report, except for the impact arising out of COVID-19, which is detailed elsewhere in this Report.

COVID-19 AND ITS IMPACT

The country witnessed strict lockdown being implemented in March 2020 which impacted the business operations of the Company to some extent in Fiscal 2020. After taking requisite permissions from Government authorities and abiding by social distancing norms and taking maximum possible safety precautions, the Company started resuming manufacturing operations of essential products with available manpower at plants from end of April 2020 in a phased manner.

By staying true to its purpose and its values, the top-most priority for the Company was to ensure the safety of its employees. The Company has taken several measures to ensure their well-being including leveraging the power of technology to enable them to work from home.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place a well defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual property, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continually upgrades these systems.

The internal control system is supplemented by extensive internal audits, conducted by independent firms of chartered accountants.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

During the year under review, there have not been any significant and material orders passed by the Regulators/Courts/ Tribunals which will impact the going concern status and operations of the Company in future.

COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGEMENTS

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from Banks, Financial Institutions, Government Departments and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

For and on behalf of the Board

For TPL Plastech Limited

M. K. Wadhwa Mangesh Sarfare
Date: 26th June, 2020 Director Whole Time Director
Place: Mumbai DIN:00064148 DIN: 07793543