DIRECTORS REPORT TO, THE SHAREHOLDERS, ASHISH POLYPLAST LIMITED We have great pleasure in presenting Twenty First Annual Report on the working of the company together with the Annual Accounts for the year ended on 31st March 2015 and trust that the same will meet your approval. COMPANY'S PERFORMANCE The sales turnover of the company amounted to Rs. 106,557,9027- in the current year as compared to Rs. 89,690,5047- in previous year which shows an increase of about 19%. The company has earned lower net profit after tax of Rs. 1,160,8037- during the year as against Rs. 1,576,4487- in last year due to increase in expenses and higher income tax provision However Profit Before Depreciation and interest (PBDIT) has increased to Rs. 5,503,6367- during the Current year as against Rs. 5,187,8217- in last year. This was due to increase in production & sales quantity .Your Directors are making constant efforts for increasing the business of the company. 3 DIVIDEND Your Directors do not recommend dividend for the year under review, in order to strengthen the long term Resources of the Company. 4 TRANSFERTO RESERVES The Company has not transferred any amount to reserves. 5 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis Section which forms a part of the Annual Report. (Annexure D) 6 MATERIAL CHANGES BETWEEN THE ENDOFTHEFINANCIALYEARAND DATE OF THE BOARD REPORT There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE During the year under review there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 8 SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATES As on March 31 2015 the company does not have any subsidiary or joint venture or associate. 9 RISK MANAGEMENT POLICY The Company has in place a dynamic Risk management framework for a systematic approach to control risks as the framewrok identifies, evaluates business risks and oppurtunities and seeks to create transparency and minimize adverse impact on the business. The Risk Management Process is appropriately handled by functional heads. As on Date, the comany envisage risks which could threaten the existence of the company 10 CORPORATE SOCIAL RESPONSIBILITY The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135 (1) of the Companies Act , 2013 and hence it is not required to formulate policy on corporate social responsibility. 11 DIRECTORS As per section 152 of the Companies Act,2013 and clause 110 of Article of Association of the Company Smt Kantaben Panchal is liable to retire by rotation and being eligible, offers herself for re-appointment. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Fenil Kalpesh Kansara was appointed as an Additional Director designated as an Independent Director w.e.f. 31st March 2015 and he shall hold office up to the date of the ensuing Annual General Meeting. 12 DIRECTORS'RESPONSIBILITY STATEMENT As per the provisions of Sub section 3(c) of Section 134 (5) of the Companies Act 2013 the Directors hereby state and confirm that: 1 in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; 2 they 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; 3 they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4 they have prepared the Annual Accounts on a going concern basis. 5 they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. 6 they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13 NUMBEROF MEETINGS OF THE BOARD:- Six Meetings of the Board were held during the year. For details of the meetings of the Board , please refer to the Corporate Goverence Report, which forms part of this report. 14 BOARD EVALUATION Persuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing agreement, a structured qustionnaire was prepared after taking into consideration of the various aspects of the board functions, composition of the board amd its committees, culture, execution and performance of specific duties , obligations and governance. The perfomance evaluation of the independent Directors was completed. The perfomance evaluation of the chairman and the Non-independent Directors was carries out by the Independent Directors. The Board to Directors expressed their satisfaction with the evaluation process. 15 DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS COVERED UNDERSECTION178 OF COMPANIES ACT 2013 The Company has constituted a Nomination and Remuneration Committee under Section 178 (1) of the Companies Act 2013 which determines Directors' remuneration policy and criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub - Section (3) of Section 178. Details of the same are provided in the Corporate Governance Report. 16 KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR Mr. Rasik B. Panchal was appointed as chief financial officer during the year. 17 CHANGES IN NATURE OF BUSINESS There is no change in the nature of the business of the Company done during the year. 18 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013. During the year under review, the Company has not advanced any loans / given guarantees / made investments covered under the provisions of Section 186 of the Companies Act 2013. 19 CORPORATE GOVERNANCE REPORT Pursuant to clause 49 of listing agreement with stock exchanges, a separate section on corporate governance and certificate obtained from auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report. Mr. Ashish Panchal, Managing Director and Mr. Rasik B. Panchal (Chief Financial Officer) have given a certificate to the Board as contemplated in sub-clause V of the Clause 49 of the Listing Agreement. 20 PARTICULARS OF EMPLOYEES: There was no employee drawing remuneration of Rs. 5,00,0007 per month or Rs.60,00,000/ per year. The Board of Directors wishes to express its appreciation to all the employees of the company for their outstanding contribution to the operation of the company during the year. 21 DEPOSITS The company has not invited or accepted any fixed deposit from public during the year under review and as such, no amount on account of Principal or interest on deposits from public was outstanding as on the date of the Balance Sheet. 22 AUDIT COMMITTEE The details pertaining to composition of audit committee are included in the Corporate Governanace Report, which forms part of this report. 23 AUDITORS M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. M/s. M.R. Pandhi & Associates have confirmed that their re-appointment, if made, shall be within limits specified under section 139 of the Companies Act, 2013. 24 SECRET ARIAL AUDIT REPORT The Board has appointed Mr. Kamlesh M.Shah Practising Company Secretary to conduct Secretarila Audit for the financial year under review. The Secretarial Audit Report for the financial Year ended 31st March 2015 is annexed herewith marked as Annexure A to this Report REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS The Auditors' Report and Secretarial Auditors' Report does not contain any qualifications, reservations or adverse remarks. 26 EXTRACT OF THE ANNUAL RETURN As prescribed under Section 92 (3) of the Act, the extract of the Annual Return in Form No. MGT- 9 is annexed herewith as Annexure C to this Report. 27 DEPOSITORIES The company is registered with both National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scripts in dematerialized mode. 28 INTERNAL CONTROL SYSTEM The Company has internal control system commensurate to the size of its operations. Your company's Statutory Auditors have confirmed the adequacy of internal control system. 29 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO :• Information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding in the statement annexed as Annexure B hereto forming a part of this Report. 30 RELATED PARTY TRANSACTIONS There were no related party transactions entered into by the company during the financial year, which attracted the provisions of Section 188 of the Companies Act 2013. There being no related party transactions as defined under clause 49 of the listing agreement, there are no details to be disclosed in Form AOC - 2 in that regard. Pesuant to Clause 49 of Listing Agreement and the applicable of the Companies Act, 2013 the related party policy for dealing with related party transactions. A copy of the related party policy for dealing with related party transactions is availaible on the website of the company. Transactions with the related party are disclosed in detail in note no.42 and annexed to the financial statements for the year. All the related party transactions are duly approved by audit committee as required under the provisions of the Companies Act, 2013 and Listing Agreeement as well as the related party policy of the company. 31 WEBSITE: As per the Clause 54 of the Listing Agreement, the Company has maintained a functional website www.ashishpolyplast.com which has all the details i.e. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media companies and/or their associates, etc. The contents of the said website are updated on regular basis. 32 VIGIL MECHANISM/WHISTLE BLOWER Every listed company and other companies have to formulate the vigil mechanism for Directors and employees of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy in terms of provisions of Section 177 of the Companies Act, 2013 and Rules made thereunder and revised Clause - 49 of the Listing Agreement with Stock Exchanges. The Company have formulated vigil mechanism and whilstie blower policy. The vigil mechanism shall provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee under section 177(9) of the Companies Act, 2013. In case of repeated frivolous complaints being filed by a director or an employee, the audit committee may take suitable action against the concerned director or employee including reprimand. A whistle blower may be within the organization who discloses any illegal, immoral or illegitimate practices to the employer; he/she may be employee, superior officer or designated officer. It also, for the outsiders to use this mechanism for the aforesaid acts. A separate Section on Corporate Governance, along with a certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report POLICY ON PROTECTION OF WOMEN AGAINST SEXUAL HARRASEMENT AT WORKPLACE The Company is commited to creating a healthy & conductive working environment that enables women to work without fear of prejudice, gender bias and sexual harrasement and/or any such orientation in implicit or explicit form. The Company considers sexual harassment as gross misconduct. Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and the rules made there under, the company has adopted a "Policy on Protection of Women against Sexual Harrasement at Work Place". Through this policy the Company Seeks to provide protection to its women employees against sexual harassement at work place and thereby provide mechanism for redressal of complaints relating to months connected therewith or incidental there to. CAUTIONARY STATEMENT Statements in the Director's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in this statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions affecting selling prices, in capacity additions, availability of critical materials and their cost, change in Governments Policies and tax laws, economic development of the Company, and other factors which are material to the business operation of the Company. CORPORATE GOVERNANCE Your Company is committed to good corporate governance practice and following to the guidelines prescribed by the SEBI and stock exchange from time to time. The company has implemented all of the major stipulations as applicable to the company. The Statutory Auditors Certificate in accordance with Clause 49 of the listing agreements and report on the corporate governance is annexed to and form part of the Directors Report. Mr. Ashish Panchal, Managing Director and Mr. Rasik B. Panchal, Chief Financial Officer have given a certificate to the Board as contemplated in sub clause V of the clause 49 of the Listing Agreement. ACKNOWLEDGEMENT The Board takes the opportunity to thank for the continued support received from Banks and government authorities. Your Directors also acknowledge the support received by the Company from its suppliers of goods & services, agents, dealers, shareholders and other agencies associated with the Company. On behalf of the Board Rasik B. Panchal Chief Financial Officer Ashish D. Panchal Chairman DIN No. : 00598209 Place : Ahmedabad. Date: 29th May 2015 |