| Dear Members,
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.
1. FINANCIAL RESULTS
Particulars 2014-15 2013-14
Amount Amount
(Rs.) (Rs.)
Sales & Other Income 107,081,017 89,746,630
Profit/(Loss) before 3,219,093 2,944,973
Depreciation and Taxation
Less: Depreciation 1,730,965 1,754,682
Profit/(Loss) before Tax 1,488,128 1,190,291
Less: Provision for taxation 327,325 (386,157)
Profit/(Loss) after taxation 1,160,803 1,576,448
Add: Balance of last year 8,880,687 7,304,239
brought forward
Balance Profit/(Loss) available 10,041,490 8,880,687
for appropriation
Less : Transfer to General Reserve - -
Less : Depreciation on transition
to schedule II
of the Companies Act, 2013 491,682 -
Proposed Dividend --- -
Dividend Distribution Tax - -
Balance Profit/(Loss) 9,549,808 8,880,687
Carried to Balance Sheet
2 COMPANY'S PERFORMANCE
The sales turnover of the company amounted to Rs. 106,557,902/- in the
current year as compared to Rs. 89,690,504/- in previous year which
shows an increase of about 19%. The company has earned lower net profit
after tax of Rs. 1,160,803/- during the year as against Rs. 1,576,448/-
in last year due to increase in expenses and higher income tax
provision However Profit Before Depreciation and interest (PBDIT) has
increased to Rs. 5,503,636/- during the Current year as against Rs.
5,187,821/- 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 TRANSFER TO 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 END OF THE FINANCIAL YEAR AND 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 NUMBER OF 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
UNDER SECTION 178 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. 5,00,000/ 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 Govemanace 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
25 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 available 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 whilstle 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.
33 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)
/ EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Cempanies ( Appointment and Remuneration of Managerial Personnel )
Rules 2014 and Companies ( Particulars of Empolyees) Rules 1975, in
respect of employees of the Company and Directors is funished here as
under
Sr Name Designation Remuneration Remuneration
no paid in paid in
F.Y 2014-15 F.Y 2013-14
Rs in Lacs Rs in Lacs
1 Ashish D Managing 12.19 12.19
Panchal Director
Sr Name Increase in Ratio/Timesper
no remuneration from median of the
previous years employee
Rs in Lacs remuneration
1 Ashish D NIL 10,25
Panchal
34 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 thereunder, 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.
35 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.
36 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.
37 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
Place : Ahmedabad. Rasik B. Panchal Ashish D. Panchal
Date : 29th May 2015 Chief Financial Chairman
Officer DIN No. : 00598209
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