DIRECTORS' REPORT TO THE SHAREHOLDERS The Directors hereby present the 26th Annual Report of the Company together with the audited statement of accounts for the year ended 31st March 2015. 2. Operations / Performance: The Company's gross turnover & income during the year under review was Rs.8384.21 lakhs as compared to Rs. 8214.52 lakhs in the previous year. The above figures are inclusive of job work income. The profit before tax during the current year is Rs.205.36 lacs as against Rs.194.22 lacs during the previous year. No amount is proposed to be transferred to reserves. 3. Dividends: Considering the need to conserve cash, the Board of Directors have not recommended any dividend for the financial year ended 31.03.2015. 4. Deposits: The Company has not accepted any deposits from the public. 5. Directors & Key Managerial Persons: Independent Directors: The Company had at its AGM held on 24th September 2014, appointed Mr. SudhirK Patel and Mr. Ajit Kumar Chordia as Independent Directors for a period of five year w.e.f. 24th September, 2014. The Independent Directors have acknowledged the terms of appointment. The Independent Directors have declared that they met all the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement. The independent Directors were fully kept informed of the Company's activities in all its spheres Woman Director: Smt Manju Parakh is a woman director liable to retire by rotation and being eligible, offers herself for reappointment. She is a non-executive non-independent Director. The Company is in compliance with section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) rules, 2014 and Clause 49 of the listing agreement w.r.t appointment of Woman Director. Executive Directors: Shri Sudershan Parakh, was reappointed as the Managing Director of the Companyfora period of 3 yearw.e.f. 1st October, 2014 on the terms and conditions as recommended by the Nomination and Remuneration Committee and approved by the Board at its meeting held on 14th August, 2014 and the shareholders vide resolution passed by the shareholders at the AGM held on 24th September, 2014. Shri Alok Parakh, was reappointed as the Joint Managing Director of the Companyfora period of 3 year w.e.f. 1st October, 2013 on the terms and conditions as approved by the Nomination and Remuneration Committee and approved by the Board at its meeting held on 13th August, 2013 and the shareholders vide resolution passed by the shareholders atthe AGM held on 23rd September, 2013. 6. Nomination and Remuneration Policy: The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interest of all shareholders and the Company. In accordance with the requirements under Section 178 of the Companies Act 2013andClause49ofListingAgreement,theNRCgoverns the terms of nomination and appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. As and when a vacancy arises or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience of potential candidates, having regard to the skills that the candidate will bring to the Board/Company, and the balance of skills added to that ofwhich the existing members hold. The NRC will review the profile and other aspects of the person and the most suitable person is recommended for appointment by the Board or is recommended to shareholders for their election. The NRC has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position. NRC will ensure that any person who is appointed or continues in employment of the Company as Directors shall comply with the conditions as laid out under Part I of Schedule V to the Companies Act, 2013. NRC will ensure that appointment of Independent Directors of the Company will be made in accordance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Clause 49 of Listing Agreement. 7. Directors' Responsibility Statement: In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm: 1. That in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed by your Company and there were no material departures. 2. That the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period. 3. 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. 4. That the Directors have prepared the annual accounts for the year ended 31st March, 2015 on a going concern basis. 5. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and 6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 8. Particulars of Employees & Directors Remuneration & Related Disclosures: The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as 'Annexure'. However, as permitted in terms of Section 136 of the Act, this Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the Annual General Meeting and upto the date of Annual General Meeting during business hours on working days. 9. Financial Performance & position of Subsidiaries & Associate Companies: The Company does not have any Subsidiary or Associate Company and hence disclosure about subsidiary and associate company does not arise. 10. Consolidated Financial Statement: The company does not have any Subsidiary/ Associate and preparation of Consolidated Financial Statements does not arise. 11. Information Under Section 134(3)(m)of theCompanies Act, 2013 isfurnished below: A. Conservation of Energy: 1. Change of circuitry in the machines developed in house to reduce power consumption. 2. Power saving equipments have been installed on machines and there has been considerable reduction in power consumption. 3. Heater insulation jackets have been provided on the machines to prevent the energy losses. 4. Timers have been installed to reduce the idle running of the motors preventing energy losses. 5. Natural lighting is being used in plants to avoid usage of industrial lamps in the day. 6. APFC Panels have been installed in all plants to maintain power factor, thus ensuring efficient energy management. 9. Auditors : Statutory Auditors: The Company at its 25th AGM held on 24th September, 2014 appointed M/s. C.A. Patel & Patel, Chartered Accountants, Chennai, (Firm Registration No.005026S) as statutory auditors of the Company to hold office for a period of 3 years from the conclusion of the said AGM, subject to ratification at every AGM. The Auditors Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remark and the same is attached with the annual report. The Company has obtained necessary certificate under Section 141of the Act 2013 from the auditors conveying their eligibility for the above appointment. Cost Audit: Since the business activities do not fall under the scope of cost audit, the company has not appointed cost auditor. Secretarial Auditors: As required under Section 204 of the Companies Act, 2013, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company. Accordingly ,Mr. S. Bhaskar has been appointed as Secretarial auditor. The secretarial audit report is attached along with the annual report for the year 2014-15. The secretarial audit report does not contain any qualification, reservation or other remarks. 13. Corporate Governance The Company has been practicing the principles of good corporate governance and lays emphasis on transparency, accountability and integrity. Aseparate section on Corporate Governance and certificate from statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement with Stock Exchange forms part of this Annual Report 14. Performance Evaluation of the Board: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The Directors expressed their satisfaction with the evaluation process. 15. Other Disclosures: Annual Return: Extract of Annual Return in the prescribed form is given as Annexure to this report, in terms of the requirement of Section 134(3)(a) of Companies Act, 2013 read with Companies (Accounts) rules, 2014. Corporate Social Responsibility: The mandatory provisions under section 135 of the Companies Act, 2013 is not applicable to the Company. The Company has not given any Loans or Guarantees. 16. Acknowledgement: The Directors wish to express their sincere appreciation & gratitude to Late Mr. Bachhraj Parakh, the founder Chairman of the Company for the guidance provided by him over the years in building the company and the National Group. Your Directors place on record their appreciation of the co-operation and support extended by the customers, suppliers, employees and assistance received from Bankers, Local Bodies and other Government authorities. On behalf of the Board For National Plastic Technologies Ltd., Managing Director Joint Managing Director Place: Chennai Date:07-08-2015 |