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To
The Members,
The Board of Directors is pleased to present herewith the Twenty third
Annual Report of your Company together with the Audited Accounts for
the year ended 31st March, 2015. The Management Discussion and Analysis
has also been incorporated into this report.
FINANCIAL HIGHLIGHTS
(Rupees in lacs)
Particulars For the year ended
31/3/2015 31/3/2014
Operating Revenues 4,524 4,488
Profit before Depreciation & Amortization 169 (77)
Depreciation & Amortization 56 34
Profit / (Loss) before tax and Extraordinary Item 113 (111)
Income From Extraordinary Item - 618
Provision for taxation (incl. deferred tax)
Profit / (Loss) after tax 113 507
HIGHLIGHTS OF PERFORMANCE
- Operating Revenues for the year increased by around 0.80 % to Rs.
4524/- Lacs as compared to Rs. 4488/- Lacs in 2013-14.
- Profit after tax for the year decreased by around 77.61 % to
Rs.113.38 Lacs as compared to Rs.506.40 Lacs in 2013-14.
DIVIDEND
To consolidate the future position of the Company and support the fund
requirements to stimulate growth, your Board of Directors regret their
inability to recommend any dividend for the year.
RESERVES
During the year under review, no amount was transferred to General
Reserve.
SHARE CAPITAL
The paid up Equity Share Capital as at March, 31, 2015 stood at
Rs.1,24,985,500 During the year under review, the Company has not
issued shares with differential voting rights nor has granted any stock
options as sweat equity. As on March, 31, 2015, none of the Directors
of the Company hold instruments convertible into equity shares of the
Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliances with the
requirements of the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The financial statements have
been prepared on historical cost basis. The estimates and judgments
relating to the financial statements are made on a prudent basis, so as
to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs,
profits and cash flows for the year ended March, 31, 2015.
There is no audit qualification in financial statements by the
statutory auditors for the year under review.
PARTICULATS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to Financial Statements.
DEPOSITS
The Company has never accepted any deposit from the public falling
within the ambit of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of
the Act.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business and
that the provisions of Section 188 of the Companies Act, 2013 are not
attracted. Thus disclosure in form AOC- 2 is not required. Further,
there are no material related party transactions during the year under
review with the Promoters, Directors or Key Managerial Personnel. The
Company has developed a Related Party Transactions framework through
Standard Operating Procedures for the purpose of identification and
monitoring of such transactions.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective Internal control and risk-mitigation
system which are constantly assessed and strengthened with new/revised
standard operating procedures. The Company's internal control system is
commensurate with its size, scale and complexities of its operations.
The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen the same. The Company has a Management
Information System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and
the Business Heads are periodically apprised of the internal audit
findings and corrective actions taken. Audit plays a key role in
providing assurance to the Board of Directors. significant audit
observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its
objectivity and independence, the internal Audit function reports to
the Chairman of the Audit Committee.
RISK MANAGEMENT
During the year under review. The Board took effective steps for risk
management to identity and evaluate elements of business risk. The risk
management framework defines the risk management approach of the
Company and includes periodic review of such risks and also
documentation, mitigating controls and reporting mechanism of such
risks.
Some of the risks that the Company is expected to are :
Financial Risks
Given the interest rate fluctuations, the Company has adopted to
prudent and conservative risk mitigation strategy to minimize interest
costs.
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw
materials as well as finished goods. The Company proactively manages
these risks through forward booking, inventory management and proactive
vendor development practices. The Company's reputation for quality,
product differentiation and service, coupled with existence of powerful
brand image with marketing network mitigates the impact of price risk
on finished goods.
Regulatory Risks
The company is exposed to risks attached to various statutes and
regulations. The Company is mitigating these risks through regular
review of legal compliances carried out through internal as well as
external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major
risks. The Company has initiated various measures including rolling out
strategic talent management system, training and integration of
learning and development activities.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a structured questionnaire was prepared after
taking into consideration of the various aspects of the Board's
functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and
governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Details of Directors Seeking Appointment / Re-appointment at the Annual
General Meeting.
Mr. Bansilal I Vaghani, and Mr.Madhup B.Vaghani, Directors of the
Company, retires by rotation at the ensuing Annual General Meeting of
the Company, and being eligible offer themselves for re-appointment.
Mr. Chiranjiv I. Vaghani, Director has resigned during the year under
review. Mr. Viren Bhimani and Mr.Devendra Negi both Independent
Director of the Company were appointed by shareholders at the
Extraordinary General Meeting held on 31st March, 2015. The Board of
Directors had on the recommendation of remuneration and nominee
committee appointed Mr. Pankaj Bhaya as Chief Financial Officer of the
Company w.e.f. 29th May, 2014 and approved remuneration payable to him.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Details of the Directors proposed to be reappointed at the Annual
General Meeting.
Particulars Bansilal I Vaghani Madhup B Vaghani
Date of Birth 13.01.1937 03.11.1961
Age 78 years 54 years
Qualifications Graduate in Commerce Graduate in Commerce
Terms and conditions
of appointment - -
First appointment on
the Board of Directors 1st May, 1992 1st May, 1992
Shareholding in the
Company 59190 756985
Details of Remuneration - -
Remuneration last drawn - -
Relationship with the
other directors Father Son
Relationship with
Manager and Key - -
Managerial Personnel
The Number of Meetings
of the Board Six Six
attended during the
year
Other Directorships,
Memberships / Steadfast Holding Pvt.Ltd. Steadfast Holding
Pvt.Ltd.
Chairmanship of
Committees of
other Board D.J.Holdings Pvt.Ltd. Milton Exports
Pvt. Ltd.
Hamilton Consultants
Pvt.Ltd.
Mpipl Polyplas India
Pvt.Ltd.
Milton Exports Pvt. Ltd.
Expertise in specific
functional area Over 42 years of experience
in the filed Over 27 years of
experience in the
of trading and
manufacturing of plastic field of marketing.
goods.
BOARD MEETINGS
During the year under review, the Company has conducted 6 Board
Meetings on 29th May 2014, 14th August, 2014, 28th August, 2014, 14th
November, 2014, 13th February, 2015 and 4th March, 2015. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
AUDITORS
M/s. Mehta Chokshi and Shah, Chartered Accountants, Mumbai being
eligible, offer themselves for re-appointment. If re- appointed, it
will be within the prescribed limits specified in Section 139 of the
Companies Act, 2013. Members are requested to appoint the auditors and
to fix their remuneration.
SECRETARIAL AUDIT
As required under Section 204 of the Companies Act, 2013, Secretarial
Audit Report as obtained from Mr. Shailesh Kachalia, Practising Company
Secretary is annexed and forms part of the Board Report.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There are no qualifications contained in the Auditors Report. Regarding
the qualifications made in the Secretarial Audit Report in respect of :
1. Non-appointment of Company Secretary under the Provisions of
Section 203 of the Companies Act, 2013, we would like to state that the
Company took effective steps to appoint the Company Secretary but
considering the status of the Company being BIFR Company, Scope of work
and non availability of opportunities in the field of various corporate
laws, the Company was not in a position to appoint and retain the
services of Company Secretary.
However, the Board of Directors are making continuous efforts to
appoint Company Secretary as required.
2. Non-appointment of Woman Director as required under the provisions
of Section 149 of the Companies Act, 2013 and Clause 49 of listing
agreement, we would like to state that as the Company is SICK Company
and registered with BIFR, we are restricted to make any changes in the
constitution of Board of Directors. Hence in view of the said facts,
the Company has not appointed Woman Director as required.
3. In respect of non filing of notice of book closure to BSE Ltd., the
Company replied to the show cause notice received with request to
condone the error and undertake to file the same as required by listing
agreement.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
No.MGT-9, as provided under Section 92 of the Companies Act, 2013, is
annexed and forms part of the board report.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes having taken place affecting the
financial position of the Company from the date of closure of financial
year till the signing of Accounts.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.
There are no significant and material orders passed by the Regulators /
courts that would impact the going concern status of the Company and
its future operations.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b. 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 as at March, 31, 2015 and of the
profit of the Company for the year ended on that date.;
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 annual financial statements have been prepared on a going
concern basis;
e. 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;
f. that 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A) Conservation of Energy
a) The Company has taken all measures to conserve the Energy by
installing latest equipments for conservation of Energy.
b) The cumulative effect of the Energy conservation steps taken by the
Company has considerably reduced the consumption of Energy and saved
the cost of the Company.
B) Information relating to Technology absorption
1. Research & Development (R & D)
(a) Specific areas in which R & D is carried out by the Company.
New product development, New manufacturing process development, Product
upgradation, Cost reduction, Mould designing and development, New
application of theremoware product, Water Purification System.
(b) Benefits derived as a result of the R & D.
(i) Company is in position to introduce varied new products every year
to meet changing consumer preferences.
The Company is in position to cater to a wider segment of consumer
durables and plastics based industrial products.
(c) Future Plan of Action.
(i) Emphasis is being laid on development & marketing of new product
and value addition to existing range of products, for both export as
well as domestic market.
(ii) Business Process Re - Engineering.
(d) Expenditure on Research & Development under the head "product
Design & Development Expenses" is being accounted under relevant heads
of expenses.
2. Technology Absorption, Adaptation and Innovation.
(a) Efforts in brief, made towards technology absorption, adaptation
and innovation, as enumerated in Clause 1 above.
(b) Benefits, derived as a result of the above efforts, product up
gradation, cost reduction & new products developments as enumerated in
Clause 1 above.
C) FOREIGN EXCHANGE EARNINGS AND OUT GO: Total foreign exchange used
for Rs. NIL. Total foreign exchange earned Rs. NIL.
AUDIT COMMITTEE
The Audit Committee was re-constituted on 28th August, 2014. The
Committee now comprises Mr.Devendra Negi as Chairman, and Mr.Viren
Bhimani and Mr.Bansilal I Vaghani as members. The Whole Time Director
and the Chief Financial Officer are permanent invitees to the meetings.
The details of all related party transactions, if any, are placed
periodically before the Audit Committee. During the year there were no
instances where the Board had not accepted the recommendations of the
Audit Committee.
VIGIL MECHANISM
The Company has a vigil mechanism to deal with instance of fraud and
mismanagement, if any. It ensures that strict confidentiality is
maintained whilst dealing with concerns and also no discrimination will
be meted out to any person for a genuinely raised concern. Any
suspected or confirmed incident of fraud / misconduct can be reported
thereof.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee
pursuant to Section 178(1) of the Companies Act, 2013 and has defined
the policy on Directors' and Senior Managements' appointment and
payment of remuneration including criteria for determining their
qualifications, positive attributes and independence of a Director.
PARTICULARS OF EMPLOYEES
No employee of the Company is receiving remuneration as per the limits
mentioned in Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
COST AUDIT
As per the requirements of Central Government and pursuant to Section
148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time, your Company has
been carrying out audit of cost records relating to moulding Division
every year.
The Company is not required to audit the prescribed Cost Audit Records
by practicing cost accountant as per the Companies (cost records and
audit) (Amendment) Rules, 2015.
The cost audit report for the financial year 2013-14 was filed with the
Ministry of Corporate Affairs on 30th June, 2014.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with BSE Ltd., a separate
section on corporate governance practices followed by the Company,
together with a certificate from the Practicing Company Secretary
confirming compliances forms on integral part of this Report.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any Subsidiaries or Joint Ventures or
Associate companies, as defined under the Companies Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from all organizations
connected with its business during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services of Executives and Staff of the Company. Your
Directors are also deeply grateful for the confidence and faith shown
by the Shareholders of the Company in them.
BY ORDER OF THE BOARD
For MPL PLASTICS LIMITED
B.I.VAGHANI
CHAIRMAN
(DIN: 00067088)
CIN NO. U25209MH1992PLC066635
Website : www.mplindia.in
E-mail : mplho@mplindia.in
Registered Office:
2, Ashish Warehouse Corporation,
Punjab Foundry Industrial Estate,
Near Classic Studio, Mira Bhayander Road,
Kashimira, Mira Road (East), Dist. Thane - 401104
Date: 14th August, 2015
Place: Thane.
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