DIRECTOR'S REPORT Dear Members, Your Directors have pleasure in presenting the 30th Annual Report and Audited Financial Statements of your Company for the year ended 31st March 2015. 1. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY: During the year your Company has achieved the turnover of Rs.2,591 as compared to Rs.2,80,57,885 in corresponding previous year and has incurred Loss of Rs.3,48,134 as against the profit of Rs.2,42,279 during the corresponding previous year. Since the Company has suffered loss during the current year there is no provision for income tax as against the provision of Rs.74,778/- during the previous year. 2. DIVIDEND: Your Directors regret their inability to recommend any dividend since the Company has suffered loss during the current financial year. 3. TRANSFER TO RESERVES: Since the Company has no surplus during the year no amount has been transferred to the Reserves maintained by the Company. 4. BRIEF STATE OF COMPANY'S AFFAIR: The Company is a professionally managed Company and the Company has business objectives of manufacturing, trading etc. of containers, packaging, textile and textile related products and also can carry out real estate related business activities, however in view of the financial conditions of the Company during the year no business operation has taken place. 5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS: The proposed Scheme of Arrangement for reduction of capital of Company envisaging reduction of paid up capital from Rs.1,40,00,000 divided into 14,00,000 Equity Shares of Rs.10 each to Rs.14,00,000 divided into 1,40,000 Equity Shares of Rs.10 each, without any payment of the cancelled value of said shares to the shareholders of the Company has been confirmed by the Hon'ble High Court of Bombay on 9th January, 2015 and same is effective and accordingly the Capital so reduced has been set off against accumulated losses. 6. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION: There are 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. DEPOSITS: Your Company has not accepted any uxed deposits from the public under Section 73 of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014. 8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT: During the year your Company has not given any loan, Guarantee or not made any investment under Section 186 of the Act. 9. EXTRACT OF THE ANNUAL RETURN: The extract of the Annual Return in form MGT - 9 as required under Section 92 (3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014,is attached herewith as Annexure - A. 10. DISCLOSURES AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Presently, your Company has no business activities and therefore not required to disclose the details related to conservation of energy, technology absorption. Further there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review. 11. BOARD OF DIRECTORS: (A) COMPOSITION OF BOARD: Board of Directors comprises of 5 (five) Directors out of which 3 (Three) are Independent Non Executive Directors including 1 (One) Woman Director. (B) RETIREMENT BY ROTATION: Mr. Kanhaiyalal Basotia, Director retires by rotation and being eligible offers himself for reappointment. (C) INDEPENDENT DIRECTORS: In terms of the definition of 'Independence' of Directors as prescribed under Clause 49 of the Listing Agreement entered with the Stock Exchange and Section 149(6) of the Companies Act, 2013 and based on the confirmation / disclosures received from the directors for the year, the following are the Independent Non - Executive Directors of the Company: Mr. Sanjay Parsai (DIN: 06537029) Mr. Hemant Ameta (DIN: 06491207) Ms. Ruchi Mandora (DIN: 07136440) (D) WOMAN DIRECTOR: In terms of the provisions of Section 149(1) of the Companies Act, 2013, a Company shall have at least one Woman Director on the Board of the Company. Your Company has appointed Ms. Ruchi Subhash Mandora (DIN 07136440) as a Director on the Board of the Company from 26th March, 2015 (E) APPOINTMENT / RESIGNATION FROM THE BOARD: Mr. Rahul Bhutiya and Mr. Kartikkumar Soni the Independent Directors have resigned from their position with effect from 27th May, 2015. (F) KEY MANAGERIAL PERSONNEL APPOINTMENT AND RESIGNATION: During the year your Company is not been able to appoint the Key Managerial Personnel as required under the provisions of Companies Act, 2013 in view of poor financial performance of the Company. 12. NUMBER OF MEETINGS OF THE BOARD: During the year the meetings of the Board of Directors were held at regular interval and the Board met 8 (eight) times during the financial year 2014 - 15 on the following dates viz, 30th May, 2014; 24th June, 2014; 14th Aug, 2014; 26th Aug, 2014; 14th Nov, 2014; 14th Feb, 2015; 21st Feb, 2015 and 26th March, 2015. 13. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES: The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors subject to a maximum as provided in Articles of Association and Company's policy as referred under Section 178(3) of the Companies Act, 2013 is forming part of this report as Annexure - B. 14. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS: There are no such particulars as the Company has not made any such transactions referred under Section 186 of the Companies Act, 2013. 15. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS: A formal evaluation of the performance of the Board, it's Committees and the individual Directors was carried out. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc. 16. AUDITORS: Statutory Audit and Auditors Appointment: The Board is not required to make any comments or given any explanation in respect of qualifications, reservations or adverse remarks or disclaimer made by statutory auditors as there were no such instances occurred. At the AGM held on 30th September, 2014 the members had approved the appointment of M/ s. Bansilal Shah & Co., Chartered Accountants, (Firm Reg. No. 000384W), as Statutory Auditors of the Company for a period of five years from the conclusion of 29th AGM until the conclusion of Sixth consecutive AGM. As recommended by the Audit Committee, the Board has proposed to ratify the re-appointment of M/s. Bansilal Shah & Co., Chartered accountant as statutory Auditors for the financial year 2015 - 2016. Secretarial Auditors and Secretarial Audit Report: Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s Shreyans Jain & Co. Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2014 - 15. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the FY 2014-15 is annexed to this report as Annexure - C. Further with respect to the observations in the Secretarial Audit Report in view of the poor financial conditions of the Company, the Company is not able to have the Whole Time Key Managerial Personnel as required under Section 203 of the Companies Act, 203, however the management of the Company is being carried out under the supervision of the professional Board. 17. DIRECTOR'S RESPONSIBILITY STATEMENT: Your Directors in terms of Section 134 (5) of the Company's Act, 2013 confirm that: a) All applicable accounting standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures; b) Your Directors have selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2015 and of the loss of the Company for that period; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts; e) The Company follows internal financial controls and that such internal controls are adequate and are operating adequately f) There are proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently. 19. AUDIT COMMITTEE: The Company has Audit Committee constituted under the chairmanship of Mr. Hemant Ameta in accordance with the provisions of Section 177(1) of the Companies Act, 2013. As on 31st March, 2015, the Committee was constituted as follows Mr. Hemant Ameta, Chairman Ms. Ruchi Mandora Mr. Sanjay Parsai All the recommendations made by the Audit Committee were accepted by the Board during the year. 20. VIGIL MECHANISM: As required in terms of the provisions of Section 177 (9) of the Act, your Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. 21. CORPORATE SOCIAL RESPONSIBILITY (CSR): The Company's net worth, turnover or net profit are below the limits specified under Section 135 of the Act and therefore the requirement for constituting Corporate Social Responsibility Committee; formation of policy and other related provisions are not applicable. 22. RISK MANAGEMENT POLICY: The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board has approved Risk Management policy, which acts as an guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence. 23. CORPORATE GOVERNANCE REPORT In pursuance of SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 the Company even though being an listed entity is not mandatorily required to report on the compliance of Clause 49 of the Listing Agreement since the Company does not falls under the criteria attracting the obligations to adhere to the compliance of clause 49 of the Listing Agreement. 24. PARTICULAR PURSUANT TO SECTION 197(12) AND RELEVANT RULES: In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employee's remuneration and such other details. However there are no such details reportable. 25. ADDITIONAL INFORMATION: Your Company provides additional information related to the Company's business, matter of interest to the investors like financial information etc. on its website www.planterspolysacks.com 26. ACKNOWLEDGEMENT: Your Directors place on record their appreciation for assistance and co-operation received from various Government agencies, Banks, Financial Institutions, Stock Exchanges, customers, suppliers and other business associates during the financial year. By Order of the Board of Directors For Planter's Polysacks Limited Sd/- Kanhaiyalal Basotia Whole Time Director (DIN: 01965955) Date: 27.05.2015 Place: Navi Mumbai |