DIRECTORS REPORT To The Members of Plastiblends India Limited Your Directors have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT and the Audited Financial Statements for the financial year ended 31st March, 2015. Operations During the year under review, your Company has achieved Operational and Other Income of Rs. 49,621.30 lacs as against Rs. 46,929.50 lacs during the previous year, registering an increase of about 5.73 % over the previous year. Profit after providing for taxes is Rs. 3,005.12 lacs as against Rs. 2,723.85 lacs during the previous year, registering an increase of about 10.33 % over the previous year. Dividend Your Directors have recommend a dividend of Rs. 5.5/- (i.e. 110 %) per share of the face value of Rs. 5/- each for the year ended 31st March, 2015 (Rs. 5/- per share on face value of Rs. 5/- per share for the previous year) subject to the Members' approval. The dividend payment amounts to Rs. 714.70 lacs. In addition Rs. 149.55 lacs is payable towards tax on dividend. Transfer to Reserve Your Directors propose to transfer Rs. 300.00 lacs to General Reserve out of Rs. 13,187.40 lacs i.e. the amount available for appropriations. An amount of Rs. 12,023.15 lacs is proposed to be retained in the Statement of Profit and Loss for the financial year 2014-15. Expansion In view of market potential and demand, the Company has planned substantial expansion of capacity and has acquired land near Palsana, Surat to set up new unit. The new unit is expected to start commercial operations in phased manner and will be funded through internal accruals. Awards Company has been bestowed with the Plasticon "GOLD TROPHY AWARD" for "BEST PERFORMING ENTERPRISE", which was presented at the 7th Plasticon Awards 2015. Directors Shri Shreevallabh G. Kabra, Chairman & Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. Shri Bajranglal H. Bagra was appointed by the Board of Directors with effect from 7th November, 2014 as an additional director and holds office upto the date of ensuing Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and the Company has received a notice in writing from a Member along with the deposit of the requisite amount under Section 160 of the said Act, proposing his candidature for the office of Director of the Company. He is independent of the management in terms of Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. His appointment as an Independent Director of the Company is proposed to hold office for a term of 5 (five) years from the date of forthcoming Annual General Meeting and that he shall not be liable to retire by rotation. In the Board meeting held on 13th February, 2015 Shri Varun S. Kabra and Smt. Ekta A. Kabra, have been appointed as Additional Directors and hold office upto the conclusion of this Annual General Meeting. The Company has received a notice in writing from a Member along with the deposit of the requisite amount under Section 160 of the said Act proposing their candidature for the office of the Directors of the Company. Further Smt. Ekta A. Kabra has been appointed in compliance of Section 149 (1) of the said Act and Clause 49 of the Listing Agreement, providing for appointment of a Woman director on the Board. Shri H. S. Sanwal, Independent Director of the Company left for heavenly abode on 15th May, 2015. He was associated with the company since its inception and management is deeply mourned by his demise. The Board hereby places on record its sincere thanks and gratitude for the invaluable contribution made by Late Shri H. S. Sanwal towards the growth and development of the company during his tenure as a director. The Company has received a declaration interms of Section 149(7) of the Act from all the Independent Directors confirming that they meet the criteria of Independence as provided in Section 149(6) of the Act and clause 49 of the Listing Agreement. 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 Annual Report. Board Evaluation The Nomination and Remuneration committee has formulated a performance evaluation framework , under which the committee has identified the criteria upon which every director shall be evaluated. 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 31st March, 2015, 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 31st March, 2015, 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 that 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 that such systems were adequate and operating effectively. Audit Committee The details pertaining to composition of audit Committee are included in the Corporate governance Report which forms part of this report. 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 Internal Auditors of the Company for inefficiency or inadequacy of such controls. Corporate Governance As required by Clause 49 of the Listing Agreement, 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 Company's website. The Directors and Senior Management personnel have affirmed their compliance with the said code. Management Discussion & Analysis Report The Management Disucussion & analysis report has been separately furnished in the Annual Report and forms a part of this Report. Statutory Auditors M/s. A. G. Ogale & Co., Chartered Accountants, Pune were appointed as Statutory Auditors of the Company in the last Annual General Meeting (AGM) of the members held on 9th September, 2014 to hold office for 5 years till the conclusion of 29th AGM of the Company, subject to ratification of their appointment in every AGM. In terms of the requirement the members are requested to ratify their appointment. The Audit committee and Board of Directors have recommended ratification of their appointment as 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. Dhara Shah & Associates, Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for financial year 2015-16 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 Rs. 1,20,000/- (Rupees One Lacs twenty thousand Only) excluding service Tax, conveyance and out of pocket expenses, if any. Secretarial Audit 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 2014-15 form part of this report. As regards the observations made in the Secretarial Audit Report inrespect of appointment of Key Managerial Personnel, the Company is in the process of filing E-form DIR-12 and MR-1 with Registrar of Company in terms of provisions of Section 203 of the Companies Act, 2013 and regarding shortfall in the spend on CSR activities, the explanation is given in annual Report on Corporate Social Responsibility which forms part of this Report. 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 arm's 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 company's website at the link : <http://www.plastiblends.com/Upload/CorporateGovernance/> PBI-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf Your Directors draw attention of the members to Note 38 to the financial statement which sets out related party disclosures. Risk Management The Company has laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. Extract of Annual Return Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is provided on page no. 26 of this report. 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. Particulars of Loans, Guarantees, Investments unders Section 186 The particulars of loans, guarantees and investments give/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. Corporate Social Responsibility The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in page no. 16 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company. 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/CorporateGovernance/PBI-VIGIL-MECHANISM.pdf 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, are provided in page no. 15 which forms part of this report. 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. 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 Company's operations in future. Disclosure under the Sexual Harrassment of Women at Workplace (Prevention, Prohibition & 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. Particualrs 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 . Having regard to the provisions of Section 136(1) read with the its relevant provisio of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees draw salary in excess of Rs. 5 Lacs p.m. or Rs. 60 Lacs p.a. 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, staff and workers of the Company. For and on behalf of the board S. V. Kabra Chairman & Managing Director Place : Mumbai Date : 26th May, 2015 |