Mar 31, 2025
Your Directors are pleased to present the 32nd Annual Report of TPL Plastech Limited ("Company") along with the Audited Financial
Statements for the financial year ended 31st March, 2025.
Your Company''s financial performance for the year ended 31st March, 2025 is summarized below:
('' in Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
2025 |
2024 |
2025 |
2024 |
|
|
Revenue from Operations |
34,933.51 |
31,290.58 |
34,933.51 |
31,290.58 |
|
Profit before Interest, Depreciation & Tax |
4,065.22 |
3,653.98 |
4,064.72 |
3,653.94 |
|
Interest & Finance Cost |
503.75 |
544.11 |
503.75 |
544.11 |
|
Depreciation |
548.92 |
561.95 |
548.92 |
561.95 |
|
Profit Before Tax |
3,012.55 |
2,547.92 |
3,012.05 |
2,547.88 |
|
Tax Expenses |
652.76 |
563.09 |
652.76 |
563.09 |
|
Profit After Tax |
2,359.79 |
1,984.83 |
2,359.29 |
1,984.79 |
Net Revenue from operations for the consolidated entity increased to '' 34,933.51 Lakhs as against '' 31,290.58 Lakhs in the previous year
higher by 11.64 %. The Net Profit stood at '' 2359.29 Lakhs as compared to the previous year '' 1,984.79 Lakhs, higher by 18.87 %.
Net Revenue from operations for the standalone entity increased to '' 34,933.51 Lakhs as against '' 31,290.58 Lakhs in the previous year
higher by 11.64 %. The Net Profit stood at '' 2,359.79 Lakhs as compared to the previous year '' 1,984.83 Lakhs, higher by 18.89 %.
Your directors at their meeting held on May 23, 2025 have recommended payment of final dividend of '' 1 (Rupee One only) per equity
share (50%) having face value of '' 2 each, for the year ended 31st March, 2025. The dividend is subject to the approval of members at the
ensuing Thirty Second Annual General Meeting (AGM) of your Company, scheduled on 09th September, 2025. The dividend, if approved by
the Members at the AGM, will result in cash outflow of '' 780.03 Lakhs (previous year '' 624.02 Lakhs)
Your Directors have decided to transfer '' 234.98 Lakhs to General Reserve as at 31st March, 2025.
The paid-up Equity Share Capital of the Company as on 31st March, 2025 is '' 15,60,06,000 (Rupees Fifteen Crores Sixty Lakhs and Six
Thousand only) comprising of 7,80,03,000 (Seven Crore Eighty Lakh and Three Thousand) Equity Shares of '' 2 each.
At its meeting held on December 27, 2024, the Nomination and Remuneration Committee approved the grant of 800,000 (Eight Lakhs)
stock options to eligible employees under the ''TPL Plastech Limited - Employee Stock Option Plan 2024'' ("TPL Plastech - ESOP 2024"), at
an exercise price of '' 80 (Rupees Eighty) per option.
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the
following statement in terms of Section 134 of the Act:
a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any.
b) that the Directors 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.
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 Directors have prepared the annual accounts on a going concern basis.
e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and are operating effectively.
f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.
As of March 31, 2025, your Company has one wholly owned subsidiary, Prokube Containers Private Limited. The Company does not have
any Associate or Joint Venture Companies, nor does it have any material subsidiaries. Prokube Containers Private Limited, established to
expand the Company''s business offerings, has not yet commenced operations. This delay is due to the Company awaiting favorable market
conditions and strategic timing to initiate its operations. The management is actively monitoring market trends and will launch the
subsidiary''s operations when the appropriate conditions arise, ensuring optimal value creation while mitigating risks.
In line with the requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations), the Company has a policy on identification of material subsidiaries, which is available on the Company''s website at
http://www.tplplastech.in/corporate-policies.html.
In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related
Party Transactions. The Policy can be accessed on the Company''s website at www.tplplastech.in.
During the financial year 2024-25, all transactions with Related Parties were conducted in the ordinary course of business and on an arm''s
length basis. These Related Party Transactions were placed before the Audit Committee for omnibus approval at the beginning of the year.
The details of all Related Party Transactions undertaken during the quarter were presented to the Audit Committee on a quarterly basis for
its review.
During the financial year 2024-25, the material Related Party Transactions pursuant to the provisions of Regulation 23 of the Listing
Regulations were duly approved by the Members through Postal Ballot on 16th March, 2024.
Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 are disclosed in
Form AOC-2, appended as ''Annexure - A'' and forms part of this Annual Report.
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone
and consolidated financial statements forming part of this Annual Report.
As on March 31, 2025, your Company has six (6) Directors with an optimum combination of Executive (CEO), Non-Executive Directors and
Independent Directors, one of them being a woman director.
The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision,
overseeing the management performance and long-term success of the Company while ensuring sustainable shareholder value. Driven by
its guiding principles of Corporate Governance, the Board''s actions endeavor to work in the best interest of the Company. The Directors
hold a fiduciary position, exercises independent judgment and play a vital role in the oversight of the Company''s affairs. Our Board
represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse
background.
The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report,
which forms part of this Integrated Annual Report.
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company,
Mrs. Monika Srivastava (DIN: 02055547) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered herself for re¬
appointment. The Directors recommend the same for approval by the Members.
The brief profile and details of the Director proposed for re-appointment, as required under the Listing Regulations, are provided in the
Notice of Thirty-Second Annual General Meeting of the Company.
1. Mr. Mahinder Kumar Wadhwa completed his tenure as an Independent Director on 28th September, 2024, after serving two
consecutive terms of five years each. Following approval from the members on 24th September, 2024, he was re-appointed as a Non¬
Executive, Non-Independent Director of the Company w.e.f. 29th September, 2024.
2. Mr. Sanjaya Kulkarni completed his tenure as an Independent Director on 28th September, 2024, after serving two consecutive terms
of five years each. Following approval from the members on 24th September, 2024, he was re-appointed as a Non-Executive, Non¬
Independent Director of the Company w.e.f. 29th September, 2024.
3. Mr. Akshay Chandan resigned from the post of Chief Executive Officer (CEO) and Key Managerial Personnel of the Company effective
from the closing hour of 09th February, 2025 due to the attainment of retirement age.
4. Mr. Jayesh Ashar was appointed as Chief Executive Officer (CEO) and Key Managerial Personnel of the Company effective from 10th
February, 2025 for a period of 3 (three) years.
Apart from the aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company.
During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or
transactions with the Company.
The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which
has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing
Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and
without any external influence.
The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to
the Act. Further, during the financial year ended 31st March, 2025, there has been no change in the circumstances affecting their status as
Independent Directors of the Company.
Familiarization Programmes are conducted for Independent Directors to enable them to understand their roles, rights and responsibilities.
Regular presentations are incorporated in the agenda of Board and Committee Meetings, covering various aspects such as the Company''s
businesses, industry updates, regulatory frameworks, financial strategies, and risk management protocols. These sessions also delve into
the specific roles and responsibilities of Independent Directors under different statutes, providing them with a holistic understanding of
their obligations. The Company has taken proactive steps to ensure that Independent Directors are well-versed with the organization
through a comprehensive Familiarization Programme. Upon their appointment, Directors receive a detailed letter outlining their roles,
functions, and responsibilities, along with explanations of compliance requirements under relevant Acts and statutes, followed by an
affirmation of understanding.
The details of familiarization programs for Directors of the Company are mentioned on your Company''s website at www.tplplastech.in.
Pursuant to the requirements of Regulation 26(3) of the SEBI Listing Regulations, all members of the Board of Directors and Senior
Management Personnel have affirmed compliance with the code of conduct for the Board of Directors and Senior Management Personnel.
The Board has framed and adopted a Nomination and Remuneration Policy ("NRC Policy") in terms of Section 178 of the Act and Part D of
Schedule II of the Listing Regulations. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration
and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section
178 of the Act and SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the
Company. The above policy along with the criteria for selection is available on the Company''s website at www.tplplastech.in
The Company has formulated the Nomination and Remuneration Policy to provide guidance on :
a) Selection and nomination of Directors to the Board of the Company;
b) Appointment of the Senior Managerial Personnel of the Company and
c) Remuneration of Directors, Key Managerial Personnel ("KMP") and other employees of the Company.
Pursuant to the provisions of Regulation 17(10) of the SEBI Listing Regulations and the provisions of the Act, Board Evaluation for the
Financial Year ended March 31, 2025, has been completed by the Company, which involved the following:-
1) Evaluation of Independent Directors, in their absence, by the entire Board, based on their performance and fulfillment of the
independence criteria prescribed under the Act and SEBI Listing Regulations, including their independence from the Company''s
Management; and
2) Evaluation of the Board of Directors, its Committees and individual Directors, including the role of the Board Chairman.
The evaluation was undertaken after considering the evaluation forms received from Non-Executive Directors, including Independent
Directors of the Company reflecting their views on performance on the basis of various aspects such adequate composition of the
Board and Committees, Directors'' presence and contribution in the meetings, leadership qualities, performance of duties and
obligations, governance and compliances, etc. The Nomination and Remuneration Committee and the Board have also monitored
and reviewed the evaluation framework. The manner in which the performance evaluation has been carried out has been given in
detail in the Corporate Governance Report, annexed to this Report.
The Board of Directors of the Company met five (5) times during the previous financial year on 22nd May, 2024, 09th August, 2024, 08th
November, 2024, 27th December, 2024 and 10th February, 2025. The particulars of attendance of the Directors at the said meetings are
detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
As on March 31, 2025, and In terms of the requirements of the SEBI Listing Regulations, the Board has constituted the following
committees:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination & Remuneration Committee
4. Corporate Social Responsibility Committee.
Details of each of these committees outlining their composition, terms of reference and meetings held during FY 2024-25, are outlined in
the Corporate Governance Report forming part of this Report.
During FY 2024-25, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due
deliberations.
Members of the Company at the AGM held on 28th September, 2022, approved the appointment of M/s. Raman S. Shah & Associates,
Chartered Accountants, Mumbai (Firm Registration No. 119891W), as the Statutory Auditor of the Company for the period of five years to
hold office from the conclusion of the 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company.
The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended
March 31, 2025 do not contain any qualification, observation or comment or remark(s) which have an adverse effect on the functioning of
the Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as
specified under Section 143(12) of the Act.
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, notified on
December 12, 2024, the appointment of Secretarial Auditors is now required to be made by the Members of the Company, based on the
recommendation of the Board of Directors, for a term of up to five (5) consecutive years.
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board
of Directors at their respective meetings held on 23rd May, 2025 have approved and recommended for approval of Members, appointment
of M/s. Dash Dwivedi & Associates LLP (LLPIN: ACM-9451) to conduct the Secretarial Audit of the Company for a first term of 5 (Five)
consecutive years, to hold office from financial year 2025-26 till financial year 2029-30. Accordingly, a Resolution seeking Members''
approval is in the notice convening the Annual General Meeting.
A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.
The Secretarial Audit Report for the financial year ended 31st March, 2025, pursuant to Section 204 of the Companies Act, 2013 and Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure - Bâ. The Secretarial Audit Report does not
contain any qualifications, reservations or adverse remarks.
The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of Listing Regulations, was
submitted to the stock exchanges within the statutory timelines and is available on the Company''s website at www.tplplastech.in.
The Annual Return of the Company for the financial year ended 31st March, 2025 in form MGT 7 as required under Sec. 92(3) of the
Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Amendment rules, 2020, is available on the
Company''s website and can be accessed at www.tplplastech.in.
Pursuant to the provisions of Section 177 of the Companies Act, 2013, along with rules made thereunder and Regulation 18 of the SEBI
Listing Regulations, 2015, the Company has constituted the Audit Committee.
As on 31st March 2025, the composition of the Audit Committee is as under:
1) Mr. Deepak Bakhshi, Chairman and Non-Executive Independent Director
2) Mr. Surya Pratap Gupta, Member and Non-Executive Independent Director
3) Mr. Mangesh Sarfare, Member and Non-Executive Non-Independent Director
During the year, the composition of the Audit Committee was revised following the completion of two terms of five years each by
Mr. Sanjaya Kulkarni and Mr. M.K. Wadhwa as Independent Directors on 28th September, 2024. In accordance with Regulation 18 of the
SEBI Listing Regulations, which mandates that at least two-thirds of the Audit Committee members must be Independent Directors, the
committee was reconstituted to ensure continued compliance after their departure.
The Chairperson of the Audit Committee attended the 31st Annual General Meeting.
Furthermore, all recommendations put forth by the Audit Committee during FY 2024-25 were thoroughly discussed and accepted by the
Board.
Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable
manner which would benefit the Society at large in alignment with the interest of its stakeholders. In line with Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee and
adopted a CSR Policy based on the recommendation of the CSR Committee. The CSR Policy of the Company is available on the Company
website at www.tplplastech.in.
The CSR committee of the Company inter alia gives strategic directions to the CSR initiatives, formulates and reviews annual CSR plan(s)
and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities.
The CSR projects of the Company are mainly focused on promotion of healthcare, food to under privileged, education etc.
CSR Report detailing the activities undertaken by the Company during the year is annexed to this Report as ''Annexure - C''
The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section
134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as ''Annexure - D'' and forms part of this Report.
During FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to
''Meetings of the Board of Directors'' and ''General Meetings'' issued by the Institute of Company Secretaries of India and notified by Ministry
of Corporate Affairs in terms of the provisions of Section 118 of the Act.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as ''Annexure - E''.
The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section
136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the
aforesaid information which is available for inspection by the Members at the Corporate Office of the Company during business hours on
working days of the Company and any member interested in obtaining such information may write to the Company Secretary and the same
will be furnished on request.
The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the
Financial Statement forming part of Annual Report.
The Company did not accept any deposits from the public under Section 73 and 76 of the Companies Act, 2013 and rules made thereunder
during the Financial Year ended 31st March, 2025, including from public and, as such, no amount of principle or interest was outstanding as
on the Balance Sheet closure date. Hence, reporting of any non-compliance with the requirement of the Chapter V of the Act "Acceptance
of Deposits by the Companies" is not applicable on the Company. There were no unclaimed or unpaid deposits outstanding with the
Company.
A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along
with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which
forms part of this Annual Report.
The Corporate Governance practice of your Company is a true reflection of the values and morale of the Company. Your Company is
committed to implementing the best practices of Corporate Governance and to managing the affairs of the company with integrity,
transparency and accountability as the driving force.
Your Company is committed to maintaining the highest standards of Corporate Governance practices. The Corporate Governance Report,
as stipulated by SEBI Listing Regulations, forms part of the Annual Report along with the required certificate from the Auditors of the
Company regarding compliance of the conditions of Corporate Governance as stipulated in Para C of Schedule V of the Listing Regulations,
2015, are enclosed as a separate section and forms part of this Report.
A declaration signed by the CFO/CEO in regard to compliance with the Code of Conduct by the members of the Board and Senior
Management Personnel also forms part of this Report.
In accordance with the provisions of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has implemented a Vigil Mechanism and Whistle-Blower Policy, as approved by the Audit
Committee. This policy provides a structured framework for Directors and employees to confidentially report concerns regarding unethical
conduct, actual or suspected fraud, or violations of the Company''s Code of Conduct or Ethics Policy.
The Company is committed to maintaining the highest standards of integrity and has a zero-tolerance approach towards unethical
behavior. The Audit Committee oversees the effective functioning of this mechanism. Employees and Directors can make protected
disclosures or raise concerns through multiple accessible channels, ensuring their identity and interests are safeguarded. The Vigil
Mechanism/Whistle-Blower Policy is available on the Company''s website at www.tplplastech.in.
During the year, no individual was denied access to the Chairman of the Audit Committee and no complaints were received under this
policy.
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the
Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for
prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaints Committees ("ICC") have also been set
up to redress any such complaints received. The Company is committed to providing a safe and conducive work environment to all of its
employees and associates.
The Company has zero tolerance on sexual harassment at the workplace. The employees are required to undergo periodic training on the
Prevention of Sexual Harassment Act to sensitize themselves and deepen their awareness. The Company has constituted ICCs across all
relevant locations of the Company in India to consider and resolve sexual harassment complaints reported pursuant to the provisions of the
Prevention of Sexual Harassment Act. The role of ICCs is not restricted to mere redressal of complaints but also encompasses prevention
and prohibition of sexual harassment.
During the year, the Company did not receive any complaints pertaining to sexual harassment, and accordingly, no complaints were
required to be disposed off. Further, there were no cases pending for more than 90 days during the year.
The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. All applicable
benefits, including paid maternity leave, nursing breaks, and other entitlements under the Act, are duly extended to eligible women
employees. The Company remains committed to fostering a supportive and inclusive workplace in accordance with the statutory
requirements and best practices.
Risk Management is integral to our strategy and embedded in our operating framework. The Company believes that risk resilience is the key
to achieving long-term sustainable growth and value creation. The Company has adopted a robust enterprise-wide Risk Management
Framework to enable a well-defined and institutionalized approach towards risk management and lay down broad guidelines for timely
identification, assessment, mitigation, monitoring and governance of key strategic risks across the group.
The framework suggests developing response action for each key risk identified, so as to ensure that the risk is adequately addressed or
mitigated through robust management action plan. The Company periodically reviews and improves the adequacy and effectiveness of its
Risk Management Framework considering the rapidly changing business environment and evolving complexities.
The Audit Committee has been entrusted with the responsibility to assist the Board in approving the Company''s Risk Management
Framework and Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal,
reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to
address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating
sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen
strategies.
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions
are systematically addressed through mitigating actions on a continuing basis.
During the year, the Company''s banking facilities were rated by CRISIL, a leading credit rating agency. CRISIL assigned an A /Stable rating,
reflecting the Company''s strong credit profile, healthy liquidity position, robust corporate governance practices, financial flexibility, and
prudent financial policies.
In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as to
achieve higher compliance and continuity.
The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges
have nation-wide trading terminals. Annual listing fee for the Financial Year 2025- 26 has been paid to the both the Stock Exchanges.
As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to '' 10,28,415 lying with the Company for a
period of seven years were transferred during the year 2024-25, to the Investor Education and Protection Fund (IEPF) established by
the Central Government.
As required under Section 124 of the Act, 1,17,725 equity shares, in respect of which dividend has not been claimed by the members
for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority
(IEPF) during the Financial Year 2024-25. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as
the Company.
There have been no material changes or commitments, if any, affecting the financial position of the Company which occurred between the
end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report. Other than as disclosed in the
Financial Statement, the Directors of your Company are not aware of any other matters or circumstances that have arisen since the end of
the Financial Year which have significantly affected or may significantly affect the operations of the Company.
Pursuant to Section 138 of the Act, the Board of Directors, upon recommendation of the Audit Committee, has appointed M/s. AMPAC &
Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25. The Audit Committee periodically
reviews and implements the recommendations of Internal Auditors.
Your Company has effective internal control and risk- mitigation measures, which are constantly assessed and strengthened with
new/revised standard operating procedures. The Company''s internal control system is commensurate with the size, scale and complexity
of its operations. The main thrust of an internal audit is to test and review controls, appraisal of risks and business processes, besides
benchmark controls with best practices in the industry. The Audit Committee of the Company actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen them. The Audit Committee, Statutory Auditors and
the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.
During the year under review, there have not been any significant and material orders passed by the Regulators/Courts/Tribunals which will
impact the going concern status and operations of the Company in future.
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company
considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices,
strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong
and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused
on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the
workforce.
The relations with the employees of the Company have continued to remain cordial.
The Company is committed to upholding standards in health, safety, security, human rights, environmental protection, product quality, and
processes across all business operations, services, and expansion activities. The Company''s policy requires conduct of operations in such a
manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources and the
adoption of safe and environmentally friendly production processes.
The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.
OTHER DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items
during the year under review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. No significant or material orders were passed by any regulator or Court or Tribunal which impacts the going concern status and
Company''s operations in future.
c. Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reportable to the
Central Government.
d. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the financial year.
e. There was no revision of financial statements and Board''s Report of the Company during the year under review;
f. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof.
During the year under review, the Company introduced the TPL Plastech Limited - Employee Stock Option Plan 2024 (TPL Plastech - ESOP
2024 or "the Scheme") following the approval of shareholders at the Annual General Meeting held on 24th September, 2024. The Scheme
has been designed to benefit employees of the Company as well as those of its holding and subsidiary companies. Its core objective is to
attract and retain talented individuals, motivate employees through meaningful incentives and rewards, drive sustained growth, and
enhance shareholder value by aligning employee goals with long-term wealth creation. Additionally, by offering stock options, the Scheme
aims to instill a sense of ownership and engagement among employees across the organization.
The details in respect of ESOPs as required under Companies Act, 2013 and Regulation 14 of SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is available on the website of the company at www.tplplastech.in.
Further the certificate from the Secretarial Auditors of the Company certifying that the Company''s Stock Option Plan is being implemented
in accordance with Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations is placed on website of the
company at www.tplplastech.in.
Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections,
estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied.
The Board wishes to place on record its gratitude for the assistance and co-operation received from Banks, Government Authorities,
Customers, Vendors and all its shareholders for the trust and confidence reposed in the Company. The Board further wishes to record its
sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution
towards the operations of the Company.
Place: Mumbai Chairman Director
Date: August 08, 2025 DIN: 00064148 DIN: 07793543
Mar 31, 2024
Your Directors present the 31st Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2024. FINANCIAL HIGHLIGHTS
|
Your Company''s financial performance for the year ended 31st March, 2024 is summarized below: |
('' in Lakhs) |
|||||
|
Particulars |
Standalone |
Consolidated |
||||
|
2024 |
2023 |
2024 |
2023 |
|||
|
Revenue from Operations |
31,290.58 |
27,059.23 |
31,290.58 |
27,059.23 |
||
|
Profit before Interest, Depreciation & Tax |
3,653.98 |
3,092.69 |
3,653.94 |
3,092.69 |
||
|
Interest & Finance Cost |
544.11 |
497.64 |
544.11 |
497.64 |
||
|
Depreciation |
561.95 |
547.77 |
561.95 |
547.77 |
||
|
Profit Before Tax |
2,547.92 |
2,047.28 |
2,547.88 |
2,047.28 |
||
|
Tax Expenses |
563.09 |
443.85 |
563.09 |
443.85 |
||
|
Profit After Tax |
1,984.83 |
1,603.42 |
1,984.79 |
1,603.42 |
||
Net Revenue from operations for the consolidated entity increased to '' 31,290.58 Lakhs as against '' 27,059.23 Lakhs in the previous year higher by 15.64%. The Net Profit stood at '' 1,984.79 Lakhs as compared to the previous year '' 1,603.42 Lakhs, higher by 23.78%.
Net Revenue from operations for the consolidated entity increased to '' 31,290.58 Lakhs as against '' 27,059.23 Lakhs in the previous year higher by 15.64%. The Net Profit stood at '' 1,984.83 Lakhs as compared to the previous year '' 1,603.42 Lakhs, higher by 23.79%.
Your Directors are pleased to recommend a dividend of '' 0.80/- (Rupees Eighty Paise only) per equity share (40%) having face value of '' 2/- each, for the year ended 31st March, 2024. The said dividend payout will absorb an amount of '' 624.02 Lakhs.
Your Directors have decided to transfer '' 198.47 Lakhs to General Reserve as at 31st March 2024.
The paid up Equity Share Capital of the Company as on 31st March, 2024 is '' 15,60,06,000/- (Rupees Fifteen Crores Sixty lakh and Six Thousand only) comprising of 7,80,03,000 (Seven Crore Eighty Lakh and Three Thousand) Equity Shares of '' 2/- each.
During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.
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 statement in terms of Section 134 of the Act:
a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) that the Directors 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.
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 Directors have prepared the annual accounts on a going concern basis.
e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES.
During the review period, Prokube Containers Private Limited has been incorporated on October 13, 2023, as a wholly owned subsidiary of the Company. The Company does not have any associate or joint venture companies, nor does it have any material subsidiaries.
In line with the requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has a policy on identification of material subsidiaries, which is available on the Company''s website at http://www.tplplastech.in/corporate-policies.html.
During the financial year under review, all Related Party Transactions were conducted on an arm''s length basis and in the ordinary course of business, in compliance with the applicable provisions of the Act and the Listing Regulations.
On September 21, 2023, at the Annual General Meeting (AGM) of the Company, shareholders approved related party transactions with Time Technoplast Limited, seffing a limit of '' 50 Crores for transactions involving the purchase and sale of Intermediate Bulk Containers (IBCs), raw material components, plastic accessories, inner containers, and other related business activities for the financial year 20232024.
Given the anticipated increase in these transactions, the Company sought shareholder approval to raise the limit from '' 50 Crores to '' 150 Crores. This request was put to a Postal Ballot, and the increased limit was approved by shareholders on March 16, 2024.
During FY 2023-24, Audit Committee has reviewed on quarterly basis, the related party transactions of the Company vis-a-vis the omnibus approval(s) accorded by Audit Committee.
Details of these transactions, as required to be provided under section 134(3)(h) of the Companies Act, 2013 are disclosed in Form AOC-2, appended as ''Annexure - A'' and forms part of this Annual Report.
The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at www.tplplastech.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Board''s actions endeavor to work in the best interest of the Company. The Directors hold a fiduciary position, exercises independent judgment, and plays a vital role in the oversight of the Company''s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.
The Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, has recommended appointment of Mr. M. K. Wadhwa (DIN: 00064148) and Mr. Sanjaya Kulkarni (DIN: 00102575) as Non-Executive Non-Independent Directors on the Board of the Company, liable to retire by rotation, to the members at the ensuing Annual General Meeting.
The relevant details including profiles of these directors are included separately in the notes to the notice of AGM.
Re-appointments
Mr. Mangesh Sarfare (DIN:07793543), Director retire by rotation, and being eligible, has offered himself for re-appointment at the 31st AGM.
The Board recommends re-appointment of Mr. Mangesh Sarfare for the consideration of the Members of the Company at the ensuing AGM.
The relevant details including profile of Mr. Mangesh Sarfare is included separately in the notes to the notice of AGM.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
NOMINATION AND REMUNERATION POLICY
The Company has in place a policy for appointment & remuneration of Directors and Key Managerial Personnel, encompassing the criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act, and Part D of Schedule II of the Listing Regulations. The above policy along with the criteria for selection is available on the Company''s website at www.tplplastech.in
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the Board of Directors has undertaken an annual evaluation of its own performance, its various Committees and individual directors. The manner in which the performance evaluation has been carried out has been given in detail in the Corporate Governance Report, annexed to this Report.
The Board of Directors has expressed its satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met four (4) times during the previous financial year on 26th May, 2023, 08th August, 2023, 08th November, 2023 and 09th February, 2024. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
BOARD COMMITTEES
In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY 2023-24, are outlined in the Corporate Governance Report forming part of this Report.
During FY 2023-24, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.
AUDITORS
STATUTORY AUDITOR
Members of the Company at the AGM held on 28th September, 2022, approved the appointment of M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai (Firm Registration No. 119891W), as the Statutory Auditor of the Company for the period of five years to hold office from the conclusion of the 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company.
The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended March 31, 2024 do not contain any qualification, observation or comment or remark(s) which have adverse effect on the functioning of the
Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as specified under Section 143(12) of the Act.
In accordance to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Arun Dash & Associates, Practicing Company Secretaries (Membership No. F9765 & C P No. 9309) to conduct Secretarial Audit for the Financial Year 2023 - 24.
The Report of the Secretarial Auditor in prescribed Form No. MR - 3 is annexed hereto as ''Annexure - B''. The said Report does not contain any qualification, reservation or adverse remark.
The Annual Return of the Company for the financial year ended 31st March, 2024 in form MGT-7 as required under Sec. 92(3) of the Companies Act, 2013 is available on the Company''s website and can be accessed at www.tplplastech.in
Pursuant to the provisions of Section 177 of the Companies Act, 2013, along with rules made thereunder and Regulation 18 of the SEBI Listing Regulations, 2015, the Company has constituted the Audit Committee.
As on 31st March 2024, the composition of the Audit Committee is as under:
1) Mr. Sanjaya Kulkarni, Chairman and Non-Executive Independent Director
2) Mr. M. K. Wadhwa, Member and Non-Executive Independent Director
3) Mr. Deepak Bakhshi, Member and Non-Executive Independent Director
4) Mr. Mangesh Sarfare, Member and Non-Executive Non-Independent Director
All the recommendations made by the Audit Committee were deliberated and accepted by the Board during FY 2023-24.
CORPORATE SOCIAL RESPONSIBILITY
In line with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee and adopted a CSR Policy based on the recommendation of the CSR Committee. The CSR Policy of the Company is available on the Company website at www.tplplastech.in
The CSR projects of the Company are mainly focused in the areas of promotion of education & skill development, medical support and healthcare.
CSR Report detailing the activities undertaken by the Company during year is annexed to this Report as ''Annexure - C''
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as ''Annexure - D'' and forms part of this Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as ''Annexure - E''.
The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information which is available for inspection by the Members at the Corporate Office of the Company during business hours on working days of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the Financial Statement forming part of Annual Report.
The Company did not invite or accept deposits covered under Chapter V of the Companies Act, 2013 and there are no deposits outstanding with the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of the Company and its businesses are given in the Management Discussion and Analysis Report, and forms part of this Report.
The Report on Corporate Governance and the Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Para C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms part of this Report. A declaration signed by the CFO/CEO in regard to compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER''S POLICY
Your Company has over the years established a reputation for conducting business with integrity and displays zero tolerance for any unethical behavior. The Company has in place a Vigil Mechanism/Whistle-Blower Policy with a view to provide a mechanism for its directors/employees to approach the Chairman of the Audit Committee, in case of any grievances or concern. The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistleblower through several channels to report actual or suspected frauds and violation of Company''s Code of Conduct and/or Ethics Policy. The Vigil Mechanism/Whistle-Blower Policy can be accessed on the Company''s website at www.tplplastech.in
During the year the Company has not received any complaint under Vigil Mechanism/ Whistle Blower.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at workplace.
All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the website of Company for information of all employees. Your Company has zero tolerance sexual harassment policy at workplace. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, the Company has constituted Internal Complaints Committees (ICC). The Company conducts awareness programs at its units to sensitize the employees to uphold the dignity of their female colleagues at workplace. During the year, the Company has not received any complaint under POSH Regulations.
The Audit Committee has been entrusted with the responsibility to assist the Board in approving the Company''s Risk Management Framework and Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as to achieve higher compliance and continuity.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)a) Transfer of unclaimed dividend to IEPF
As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to '' 917,542.50/- lying with the Company for a period of seven years were transferred during the year 2023-24, to the Investor Education and Protection Fund (IEPF) established by the Central Government.
As required under Section 124 of the Act, 131,260 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2023-24. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR & THE DATE OF REPORT
There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE
During the year under review, there have not been any significant and material orders passed by the Regulators/Courts/Tribunals which will impact the going concern status and operations of the Company in future.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report.
The relations with the employees of the Company have continued to remain cordial.
ENVIRONMENT, HEALTH 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 of environmental regulations and preservation of natural resources.
The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.
a. There was no revision of financial statements and Board''s Report of the Company during the year under review;
b. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;
c. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
The Board wishes to place on record its gratitude for the assistance and co-operation received from Banks, Government Authorities, Customers, Vendors and all its shareholders for the trust and confidence reposed in the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution towards the operations of the Company.
Mar 31, 2018
The Members,
The Directors are pleased to present their Report on your company''s business operations along with the Audited Statement of Accounts for the financial year ended March 31, 2018.
FINANCIAL HIGHLIGHTS:
(Rs. In lacs)
|
Particulars |
Year Ended |
|
|
31.03.2018 |
31.03.2017 |
|
|
Revenue from operations |
19,200.32 |
18,014.70 |
|
Other Income |
0.58 |
10.64 |
|
Total Revenue |
19,200.90 |
18,025.33 |
|
Profit before interest & Depreciation |
2,434.43 |
2,193.89 |
|
Interest & Finance Cost |
444.37 |
438.33 |
|
Depreciation and Amortization |
317.94 |
285.38 |
|
Profit Before Tax |
1,672.12 |
1,470.19 |
|
Tax Expenses |
(429.41) |
(342.20) |
|
Other Comprehensive Income/(Exp) |
(4.34) |
(1.32) |
|
Profit for the year |
1,238.37 |
1,126.67 |
Operations:
During the year under review, your Company has achieved revenue from operations of Rs.19,200.32 Lacs, as compared to the revenue from operation of Rs.18,014.70 Lacs of the previous year.
The Company has earned a Net profit after tax of Rs.1,238.37 Lacs as compared to the previous year Rs.1,126.67 Lacs showing an increase of 9.91%.
Dividend:
Your directors are pleased to recommend a final dividend @ Rs.3.50 per share i.e. @ 35% (previous Year - 30%), subject to approval of the shareholders at the ensuing Annual General Meeting.
The total amount of dividend for the year shall be Rs.273.01 Lacs as against Rs.234.01 Lacs for the previous year. Dividend distribution tax paid/ payable by the Company for the year would amount to Rs.55.58 Lacs.
Reserves:
The Company proposes to transfer Rs.124 Lacs to Reserves. (Previous Year Rs.62.50 Lacs).
Deposits:
During the year under review, the Company has not accepted any deposits under the provisions of Companies Act, 2013 read with rules made thereunder and as such no amount on account of principal or interest on deposits was outstanding as on the date of the Balance Sheet.
Subsidiaries, Associates and Joint Ventures:
During the Year Company acquired 100% holding of the Ecotech Green Lifecycle Limited.
A separate statement containing the salient features of financial statements of all subsidiary of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary company are available for inspection by the members at the corporate office of the Company during normal business hours on all the working days upto the date of the Annual General Meeting (AGM).
Pursuant to Section 136 of the Companies Act, 2013 ("the Act"), the Company is exempted from attaching to its Annual Report, the Annual Report of the Subsidiary Companies. The Company shall provide the copy of the financial statement of its subsidiary companies to the shareholders upon their request.
Number of Meetings of the Board:
The Board of Directors of the Company met Seven times during the previous financial year on 13.04.2017, 19.04.2017, 01.05.2017, 25.05.2017, 10.08.2017, 09.11.2017 and 12.02.2018. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Policy on Directors Appointment and Remuneration:
For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, received from any member of the Board.
The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board with the Company.
Independent Directors:
The Company has received declaration from all the Independent Directors of the Company confirming that they fulfill the criteria of independence specified in Section 149 (6) of the Companies Act, 2013 and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Terms and conditions of appointment of Independent Directors are placed on the website of the Company.
During the year Mr. Suryapratap Gupta was appointed as Additional Director on 09.11.2017 on the Board subject to the regularisation in next Annual General Meeting.
Nomination and remuneration policy:
The Company has adopted a Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company. The Policy is available on the website of the Company.
Extract of Annual Return:
The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (''the Act'') in prescribed Form MGT-9 is enclosed as Annexure "Aâ to this report.
Auditors:
Statutory Auditor:
M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai (Firm''s Regn No. 119891W), have been appointed as the Statutory Auditor of the Company in the last Annual General Meeting. M/s Raman S. Shah & Associates were appointed as Statutory Auditors of the Company for the period of five years upto the Conclusion of the AGM to be held for year 2021-2022, Subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. M/s Raman S. Shah & Associates, Chartered Accountants have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Arun Dash & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.
Loans, Guarantees & Investments:
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
Related Party Transactions:
All related party transactions entered into during FY 2017-18 were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm''s length basis in accordance with the provisions of the Act read with the Rules issued thereunder and the Listing Regulations.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company''s website. The Form AOC-2 pursuant to section 134 (3) (h) of the Companies Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as "Annexure E" to this Report.
Material Changes:
There is No Material Changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which this financial statement relate on the date of this report.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D".
Risk Management:
The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. The Company''s Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Corporate Governance, Compliance and Information Security.
A detailed exercise has been carried out to identify, evaluate, manage and monitor the risks which shall help the Company to take pro-active decisions and avoid all financial implications. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
Audit Committee Composition:
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms a part of this Report.
Corporate Social Responsibility:
In compliance with the requirements of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance section of the Annual Report.
Details of the CSR contribution spent by the Company for the F.Y. 2017-18 is provided in the CSR report which is annexed herewith as "Annexure C".
Corporate Governance:
As required under the provisions of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance forms part of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance.
Management discussion and analysis:
In terms of the provisions of Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ''SEBI Listing Regulations''), the management''s discussion and analysis is set out in this Annual Report.
Vigil Mechanism-Whistle Blowerâs Policy:
The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In order to achieve the same, the Company has formulated a Whistle Blowers'' Policy to provide a secure environment and to encourage all employees and Directors of the Company, shareholders, customers, vendors and/or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Policy has been uploaded on the website of the Company.
Significant and Material Orders Passed by the regulators or Courts or Tribunals:
No significant or material Orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the Going Concern Status of the Company''s Operation in the future.
Internal Financial Controls:
The Company has in place a well defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual property, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continually upgrades these systems.
The internal control system is supplemented by extensive internal audits, conducted by independent firms of chartered accountants.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. The Company has not received any complaint of any sexual harassment during the previous year.
Acknowledgements:
The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from Banks, Financial Institutions, Government Departments and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.
For and on behalf of the Board
M. K. Wadhwa Mangesh Sarfare
Place: Mumbai Director Whole Time Director
Date: 22.05.2018 DIN - 00064148 DIN- 07793543
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 21st ANNUAL REPORT on
the Business and Operations of the Company and the Audited Statement of
Accounts for the year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS:
(Rs. Lacs)
Particulars Year Ended
31.03.2014 31.03.2013
Revenue from 19013.65 15383.99
Operations 2.58 2.71
Other Income
Net Sales 19016.23 15386.70
Profit before Interest
and Depreciation 1742.80 1593.66
Less : Interest 514.92 480.17
: Depreciation 371.10 355.59
Profit/(Loss) for the 856.78 757.90
year before tax
Tax Expenses (173.50) (130.22)
Net Profit/(Loss)
after tax 719.28 627.99
OPERATIONS:
During the year under review, your Company has achieved a Revenue from
operations of Rs. 19013.65 lacs, thereby registering a growth of 23.59%
as compared to the revenue from operation of Rs. 15383.99 lacs of the
previous year.
The Company has earned a Net profit after tax of Rs. 719.28 lacs,
thereby registering an increase of 14.59% as compared to the Net Profit
after tax of Rs. 627.99 lacs of the previous year.
DIVIDEND:
Your directors are pleased to recommend a final dividend @ Rs. 2.00 per
share i.e. @ 20% (previous Year - 20%), subject to approval of the
shareholders at the ensuing Annual General Meeting.
The total amount of dividend for the year shall be Rs. 156.01 lacs as
against Rs. 156.01 lacs for the previous year. Dividend distribution
tax paid/ payable by the Company for the year would amount to Rs. 26.51
lacs.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 58-A of the Companies Act, 1956.
ENERGY CONSERVATION:
Your Company continues to emphasize on energy conservation at the early
stage of plant design and in selection of plant and equipment,
electrical motors /designs for optimizing energy consumption by
installation of necessary equipment to improve the power factor with a
view to achieve better energy efficiency at all levels of operations.
TECHNOLOGY ABSORPTION:
The Collaborators offer periodical training to improve the quality of
the Company''s products and performance to conform to the latest
international standards. Besides, employees of the Company have been
attending in-house training programs designed and developed with the
help of Collaborators for better understanding of the technology and
the Collaborators continue to express their full satisfaction and
appreciation with the level of technology absorption in the Company.
PARTICULARS OF EMPLOYEES:
During the year under review the Company had no employees whose
particulars are required to be furnished under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS:
Mr. Jagdish Bhuta resigned as director of the Company w.e.f 15.5.2014.
The Directors wish to place on record their appreciation for the
valuable guidance during his tenure as Director of the Company.
Dr. G.N. Mathur was a nominee director of Time Technoplast Limited upto
24.5.2014. There after he continues on the Board as an independent
director on the Board of TPL PLASTECH LIMITED.
Mr. Vishal Jain was appointed as nominee director of Time Technoplast
Limited on the Board of TPL PLASTECH Limited w.e.f. 24th May 2014.
Mr. Murarilal Jangid has been appointed as Chief Financial Officer of
the Company w.e.f. 24th May, 2014 under Sec 203 of the Companies Act
2013.
The Companies Act, 2013 provides for appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
(effective April 1, 2014) provides that independent directors shall
hold office for a term of upto five Consecutive years on the Board of a
company and shall be eligible for re-appointment on passing a special
resolution by the share holders of the company.
Pursuant to Section 149 and Section 152 of the Companies Act 2013 read
with the Companies (Appointment and Qualification of Directors) Rules,
2014, Mr. Sanjaya Kulkarni, Mr. M.K. Wadhwa, Dr. G.N. Mathur retire at
the forthcoming Annual General Meeting of the Company and are eligible
for appointment for a term of five consecutive years as Independent
Directors in accordance with the Companies Act 2013.
In order to give effect to the applicable provisions of Sec 149 and Sec
152 of the Act, it is proposed that these directors be appointed as
Independent Directors, to hold office for five consecutive years, w.e.f
the date of the forthcoming AGM and they shall not be liable to retire
by rotation.
CONSTITUTIONS OF BOARD COMMITTEES/ REDEFINING THEIR ROLES:
The role, powers and terms of reference of the Audit Committee were
revised w.e.f. 24th May 2014, so as to align it with the requirements
of Revised clause 49 of the Listing Agreement as well as provisions of
Sec 177 of the Companies Act, 2013.
The Shareholders''/Investors'' Grievance Committee constituted by the
Board was renamed as Stakeholders Relationship Committee on 24th May
2014 and its scope was enhanced to align it with the scope and powers
as set out in Sec 178 of the Companies Act 2013.
The Remuneration Committee constituted by the Board was renamed as
Nomination and Remuneration Committee on 24th May 2014 and its scope
was enhanced to align it with the scope and powers as set out in Sec
178 of the Companies Act 2013 and the Amended Clause 49 of the Listing
Agreement. In order to meet the requirements of the Companies Act 2013.
The Corporate Social Responsibility Committee was constituted on 24th
May 2014 in accordance with the Sec 135 of the Companies Act 2013 to
formulate and recommend to the Board of directors, the CSR Policy and
to indicate the activities to be undertaken by the Company to meet the
objectives of the CSR Policy.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Board of Directors of the
Company confirm that:
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
(ii) the Directors 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
as at 31st March, 2014 and of the Profit of the Company for the
financial year ended 31 st March, 2014.
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities.
(iv) That the annual accounts for the year ended 31st March 2014 have
been prepared on a going concern basis.
AUDITORS:
The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the
conclusion of the forthcoming Annual General Meeting and are eligible
for re-appointment.
As required under the provisions of Section 139 and 141 of the
Companies Act 2013, the Company has received written consent and
certificate from M/s. Lodha & Co, Chartered Accountants, to the effect
that their re-appointment, if made, would be in conformity with the
limits specified in the said Section and it is proposed to re-appoint
them as Auditors upto the conclusion of the 24th Annual General Meeting
of the Company to be held in 2017, subject to ratification of the
appointment by the members at AGM,.
Members are requested to consider their re- appointment and authorize
the Board to fix their remuneration.
COST AUDITOR:
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956 and the Rules thereunder, the
Company''s Cost Records for the year ended March 31, 2014 are being
Audited by Cost Auditors, M/s. C G Pampat & Co. The Cost Audit Report
for the year ended March 31, 2013 was filed within the stipulated due
date. The Board of Directors of the Company has, at its meeting held on
24th May 2014 appointed M/s. C G Pampat & Co. as the Cost Auditors for
the year ending March 31, 2015. The members will be required to ratify
the remuneration proposed to be paid to the Cost Auditors in terms of
relevant provisions of the Companies Act, 2013.
MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:
A detailed review of the progress of the Company and the future outlook
of the Company and its business, as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges, is presented in a separate
section forming part of the Annual Report.
CORPORATE GOVERNANCE:
During the year under review, your Company has taken adequate steps to
ensure that all mandatory provisions of Corporate Governance as
stipulated in clause 49 of the Listing Agreement have been complied
with. A separate Report on Corporate Governance along with the
Auditors'' Certificate on its compliance is given in " Annexure B " to
this Report .
PERSONNEL:
Your Directors are pleased to inform you that employee relations
continued to be cordial and peaceful both at the factory and the office
during the year under review.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the
co-operation and assistance received from the Company''s bankers, its
shareholders, customers and suppliers.
Your Directors also wish to place on record their appreciation for the
devoted services of the executives, staff and workers of the Company
and look forward to their continued support .
For and on behalf of the Board of Directors
Kamlesh Joisher Sanjaya Kulkarni
Whole Time Director Chairman
Date : 24th May 2014
Place : Mumbai
Mar 31, 2013
To The Members of TPL PLASTECH LIMITED Mumbai.
The Directors present the twentieth ANNUAL REPORT on the Business and
Operations of the Company and the Audited Statement of Accounts for the
year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS:
(Rs.Lacs)
Particulars Year Ended
31.03.2013 31.03.2012
Revenue from Operations 15383.99 12,857.32
Other Income 271 3.17
Net Sales 15386.70 12,860.49
Profit before Interest and
Depreciation 1593.66 1,438.69
Less : Interest 480.17 428.61
Depreciation 355.59 305.40
Profi t/(Loss) for the year before 757.90 704.68
tax
Provision for Taxation
- Current Tax (154.53) (142.12)
- Wealth Tax (0.16) (0.21)
- Deferred Tax (57.91) (59.78)
- MAT Credit Adjustment 82.39 84.70
Net Profi t/(Loss)after tax 627.69 587.26
OPERATIONS:
During the year under review, your Company has achieved a Revenue from
operations of Rs.15383.99 lacs, thereby registering a growth of 19.65% as
compared to the revenue from operation of Rs. 12857.32 lacs of the
previous year.
The Company has earned a Net profi t after tax of Rs. 627.69 lacs,
thereby registering an increase of 6.88% as compared to the Net Profi t
after tax of Rs. 587.26 lacs of the previous year.
DIVIDEND:
Your directors are pleased to recommend a fi nal dividend @Rs.2 per share
i.e. @ 20 % (previous Year - 20%), subject to approval of the
shareholders at the ensuing Annual General Meeting.
The total amount of dividend for the year shall be Rs. 156.01 lacs as
against Rs. 156.01 lacs for the
previous year. Dividend distribution tax paid/ payable by the Company
for the year would amount to Rs. 26.51 lacs.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 58-A of the Companies Act, 1956.
ENERGY CONSERVATION:
Your Company continues to emphasize on energy conservation at the early
stage of plant design and in selection of plant and equipment,
electrical motors /designs for optimizing energy consumption by
installation of necessary equipment to improve the power factor with a
view to achieve better energy effi ciency at all levels of operations.
TECHNOLOGY ABSORPTION:
The Collaborators offer periodical training to improve the quality of
the Company''s products and performance to conform to the latest
international standards. Besides, employees of the Company have been
attending in-house training programs designed and developed with the
help of Collaborators for better understanding of the technology and
the Collaborators continue to express their full satisfaction and
appreciation with the level of technology absorption in the Company.
FOREIGN EXCHANGE EARNINGS & OUTGO:
Total foreign exchange earnings - Nil
Total foreign exchange outgo - Rs. 8760.44 Lacs
PARTICULARS OF EMPLOYEES:
During the year under review the Company had no employees whose
particulars are required to be furnished under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and in
accordance with the Articles of Association of the Company, Mr. Sanjaya
Kulkarni and Mr. M.K. Wadhwa, Directors of the Company, retires by
rotation at the ensuing Annual General Meeting of the company and being
eligible, offers themselves for re appointment as Non- Executive
Independent Director of the company.
As required, the requisite details of Directors seeking re-appointment
are included in this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Board of Directors of the
Company confi rm that:
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2013, the applicable accounting standards have been followed
along with proper explanation relating to material disclosures.
(ii) the Directors 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
as at 31st March, 2013 and of the Profi t of the Company for the fi
nancial year ended 31st March, 2013.
(iii) the Directors have taken proper and suffi cient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities.
(iv) the annual accounts for the year ended 31st March, 2013 have been
prepared on a going concern basis.
AUDITORS:
The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the
conclusion of the forthcoming Annual General Meeting and are eligible
for re-appointment. A certifi cate from the Auditors has been received
to the effect that their re-appointment, if made, would be within
prescribed limits under Section 224 (1B) of the Companies Act, 1956.
Members are requested to consider their re- appointment and authorize
the Board to fi x their remuneration.
COST AUDITORS:
In terms of the Notifi cation F No 52/26/CAB- 2010 dated January 2012
issued by the Ministry of Corporate Affairs, Government of India, the
Company has appointed M/s C G Pampat & Co, Cost Accountant as Cost
Auditor for the audit of the Cost Accounting records for the fi nancial
year 2012-13 .
The Company has appointed M/s C G Pampat & Co, Cost Accountant as Cost
Auditor for the audit of the Cost Accounting records for the fi nancial
year 2013-14. It is in the process of making necessary application to
the Central Government for seeking its approval to the appointment of
Cost Auditor.
MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:
A detailed review of the progress of the Company and the future outlook
of the Company and its business, as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges, is presented in a separate
section forming part of the Annual Report.
CORPORATE GOVERNANCE :
During the year under review, your Company has taken adequate steps to
ensure that all mandatory provisions of Corporate Governance as
stipulated in clause 49 of the Listing Agreement have been complied
with. A separate Report on Corporate Governance along with the
Auditors'' Certifi cate on its compliance is given in "ANNEXURE" to this
Report .
PERSONNEL:
Your Directors are pleased to inform you that employee relations
continued to be cordial and peaceful both at the factory and the offi
ce during the year under review.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the
co-operation and assistance received from the Company''s bankers, its
shareholders, customers and suppliers.
Your Directors also wish to place on record their appreciation for the
devoted services of the executives, staff and workers of the Company
and look forward to their continued support .
For and on behalf of the Board of Directors
Kamlesh Joisher Sanjaya Kulkarni
Whole Time Director Chairman
Date : 18th May 2013
Place : Mumbai
Mar 31, 2012
To,The Members of TPL PLASTECH LIMITED Mumbai.
The Directors present the NINETEENTH ANNUAL REPORT on the Business and
Operations of the Company and the Audited Statement of Accounts for the
year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS:
(Rs.in Lacs)
Particulars Year Ended
31.03.2012 31.03.2011
Revenue from Operations 12,857.32 9,758.37
Other Income 3.17 2.13
Net Sales 12,860.49 9,760.50
Profit before Interest and 1,438.69 1,409.92
Depreciation
Less: Interest 428.61 300.67
: Depreciation 305.4 263.37
Profit/(Loss) before tax 704.63 845.88
Provision for Taxation
-Current Tax (142.13) (167.63)
-Wealth Tax (0.21) (0.19)
- Deferred Tax (59.78) (178.72)
- MAT Credit Adjustment 84.70 73.61
Net Profit/(Loss)after tax 587.26 572.95
Exceptional Items Gain - 330.29
Net Profit 587.26 903.24
OPERATIONS:
During the year under review, your Company has achieved a Revenue from
operations of Rs. 12,857.32 lacs, thereby registering a growth of 31.75 %
as compared to the revenue from operation of Rs. 9,758.37 lacs of the
previous year.
The Company has earned a Net profit after tax of Rs. 587.26 lacs, thereby
registering an mairginal increase of 2.50% as compared to the Net
Profit after tax of Rs. 572.95 lacs of the previous year.
DIVIDEND:
Your directors are pleased to recommend a final dividend @ Rs. 2 per
share i.e. @ 20% (previous Year - 20%), subject to approval of the
shareholders at the ensuing Annual General Meeting.
The total amount of dividend for the year shall be Rs. 156.01 lacs as
against Rs. 156.01 lacs for the previous year. Dividend distribution tax
paid/ payable by the Company for the year would amount toRs. 25.31 lacs.
NEW PROJECT:
The Directors are pleased to inform that the new unit set up at Kutch
District, Gujarat has commenced with its production.
FIXED DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 58-A of the Companies Act, 1956.
ENERGY CONSERVATION:
Your Company continues to emphasize on energy conservation at the early
stage of plant design and in selection of plant and equipment,
electrical motors /designs for optimizing energy consumption by
installation of necessary equipment to improve the power factor with a
view to achieve better energy efficiency at all levels of operations.
TECHNOLOGY ABSORPTION:
The Parent Company offer periodical training to improve the quality of
the Company's products and performance to conform to the latest
international standards. Besides, employees of the Company have been
attending in-house training programs designed and developed with the
help of Parent Company for better understanding of the technology and
the Parent Company continue to express their full satisfaction and
appreciation with the level of technology absorption in the Company.
FOREIGN EXCHANGE EARNINGS & OUTGO:
Total foreign exchange earnings - Nil
Total foreign exchange outgo - Rs. 5,092.84 Lacs
PARTICULARS OF EMPLOYEES:
During the year under review the Company had no employees whose
particulars are required to be furnished under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and in
accordance with the Articles of Association of the Company, Mr. Vishal
Jain Director of the Company, retires by rotation at the ensuing Annual
General Meeting of the company and being eligible, offers himself for
re-appointment as Non- Executive Independent Director of the company.
As required, the requisite details of Directors seeking re-appointment
are included in this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA)of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Board of Directors of the
Company confirm that:
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material disclosures.
(ii) the Directors 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
as at 31st March, 2012 and of the Profit of the Company for the
financial year ended 31stMarch, 2012.
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities.
(iv) the annual accounts for the year ended 31st March, 2012 have been
prepared on a going concern basis.
AUDITORS:
The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the
conclusion of the
forthcoming Annual General Meeting and are eligible for re-appointment.
A certificate from the Auditors has been received to the effect that
their re-appointment, if made, would be within prescribed limits under
Section 224 (1B) of the Companies Act, 1956. Members are requested to
consider their re- appointment and authorize the Board to fix their
remuneration.
MANAGEMENT'S DISCUSSION & ANALYSIS REPORT:
A detailed review of the progress of the Company and the future outlook
of the Company and its business, as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges, is presented in a separate
section forming part of the Annual Report.
CORPORATE GOVERNANCE:
During the year under review, your Company has taken adequate steps to
ensure that all mandatory provisions of Corporate Governance as
stipulated in clause 49 of the Listing Agreement have been complied
with. A separate Report on Corporate Governance along with the
Auditors' Certificate is presented in a separate section forming part
of the Annual Report.
PERSONNEL:
Your Directors are pleased to inform you that employee relations
continued to be cordial and peaceful both at the factory and the office
during the year under review.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the
co-operation and assistance received from the Company's bankers, its
shareholders, customers and suppliers.
Your Directors also wish to place on record their appreciation for the
devoted services of the executives, staff and workers of the Company
and look forward to their continued support.
For and on behalf of the Board of Directors
Kamlesh Joisher Sanjaya Kulkarni
Whole Time Director Chairman
Date :21st May, 2012
Place: Mumbai
Mar 31, 2011
To,
The Members,
TPL PLASTECH LIMITED
Mumbai.
The Directors present the EIGHTEENTH ANNUAL REPORT on the Business and
Operations of the Company and the Audited Statement of Accounts for the
year ended 31st March, 2011.
FINANCIAL HIGHLIGHTS:
(Rs. Lakhs)
Particulars Year Ended
31.03.2011 31.03.2010
Sales 10733.94 7915.55
Less Excise Duty 975.57 600.26
Net Sales 9758.37 7315.29
Profit/(Loss) before
Interest and Depreciation 1409.92 1060.60
Less: Interest 300.67 171.18
: Depreciation 263.37 190.14
Profit/(Loss) for the year 845.88 699.28
before tax
Provision for Taxation
- Current Tax (167.63) (232.87)
- Wealth Tax (0.19) -
- Deferred Tax (178.71) (8.34)
- MAT Credit Adujstment 73.61 -
Net Profit after tax 572.96 458.07
Provision for Tax for
Earlier year - 0.10
written back
Add: Exceptional Items 330.29 -
Net Profit 90324 458.17
OPERATIONS:
During the year under review, your Company has achieved a Gross
Turnover of Rs. 10733.94 lacs, thereby registering a growth of 35.61 %
as compared to the Gross Turnover of Rs. 7915.55 lacs of the previous
year.
The Company has earned a Net profit after tax of Rs. 572.96 lacs,
thereby registering an increase of 25.05% as compared to the Net Profit
after tax of Rs. 458.17 lacs of the previous year
DIVIDEND:
Your directors are pleased to recommend a final dividend @ Rs. 2.00 per
share i.e. @ 20% (previous Year-20%), subject to approval of the
shareholders at the ensuing Annual General Meeting.
The total amount of dividend for the year shall be Rs. 156.01 lacs as
against Rs. 156.01 lacs for the previous year. Dividend distribution
tax paid/ payable by the Company for the year would amount to Rs. 25.31
lacs.
NEW PROJECT
Pantnagar
The Directors are pleased to inform that the new unit set up at
Pantnagar has commenced with its commercial production. The total cost
of Rs. 1228 Lacs being infused through the Internal Accruals of the
Company and External borrowings from Bank. The unit avail the benefits
of the Income Tax & Sales tax exemptions.
Kutch
During the year Company is setting up a new unit at Kutch District,
Gujarat to cater the growing demand of the Region and your director are
expects start up of commercial production in the current financial
year.
Your Directors are confident that implementation and commissioning of
on going and new projects shall take the company further on growth path
and prosperity.
FIXED DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 58-A of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGOINGS:
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules 1988 is given in Annexure "A" to this report.
PARTICULARS OF EMPLOYEES:
During the year under review the Company had no employees whose
particulars are required to be furnished under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and in
accordance with the Articles of Association of the Company, Dr. G. N.
Mathur & Mr. Jagdish Bhuta, Directors of the Company, retires by
rotation at the ensuing Annual General Meeting of the company and being
eligible, offers himself for re appointment as Non- Executive
Independent Director of the company.
As required, the requisite details of Directors seeking re-appointment
are included in this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 17 (2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Board of Directors of the
Company confirm that:
(i) In the preparation of the Annual Accounts for the year ended 31st
March, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material disclosures.
(ii) The Directors 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
as at 31st March, 2011 and of the Profit of the Company for the
financial year ended 31st March, 2011.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities.
(iv) That the annual accounts for the year ended 31st March 2011 have
been prepared on a going concern basis.
AUDITORS:
The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the
conclusion of the forthcoming Annual General Meeting and are eligible
for re-appointment. A certificate from the Auditors has been received
to the effect that their re- appointment, if made, would be within
prescribed limits under Section 224 (1B) of the Companies Act, 1956.
Members are requested to consider their re- appointment and authorize
the Board to fix their remuneration.
CORPORATE GOVERNANCE
During the year under review, your Company has taken adequate steps to
ensure that all mandatory provisions of Corporate Governance as
stipulated in clause 49 of the Listing Agreement have been complied
with. A separate Report on Corporate Governance along with the
Auditors' Certificate on its compliance is given in "Annexure B" to
this Report.
PERSONNEL:
Your Directors are pleased to inform you that employee relations
continue to be cordial and peaceful both at the factory and the office
during the year under review.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the
co-operation and assistance received from the Company's bankers, its
shareholders, customers and suppliers.
Your Directors also wish to place on record their appreciation for the
devoted services of the executives, staff and workers of the Company
and look forward to their continued support.
For and on behalf of the Board of Directors
Sanjaya Kulkarni Kamlesh Joisher
Chairman Whole Time Director
Date : 21st May, 2011
Place : Mumbai
Mar 31, 2010
The Directors present the SEVENTEENTH ANNUAL REPORT on the Business
and Operations of the Company and the Audited Statement of Accounts for
the year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS:
(Rs. Lakhs)
Particulars Year Ended
31.03.2010 31.03.2009
Sales 7915.55 7660.57
Less Excise Duty 600.26 866.04
Net Sales 7315.29 6794.53
Profit before
Interest and Depreciation 1060.60 719.41
Less: Interest 171.18 128.47
: Depreciation 190.14 149.24
Profit for the year before tax 699.28 441.70
Provision for Taxation
- Current Tax (232.87) (138.07)
- Wealth Tax - (0.10)
- Deferred Tax (8.34) (15.38)
- Fringe benefit tax - (1.32)
Net Profit after tax 458.07 286.83
Provision for Tax for Earlier year 0.10 4.54
written back
Net Profit 458.17 291.37
Net Profit brought forward from 605.67 518.67
previous year
Profit available for appropriation 1063.84 810.04
Less: Appropriations :-
- Proposed Dividend (156.01) (156.01)
- Dividend Tax (25.91) (26.51)
- Transfer to General (35.00) (21.85)
Reserve
Profit carried to Balance 846.92 605.67
Sheet
OPERATIONS:
During the year under review, your Company has achieved a Gross
Turnover of Rs. 7915.55 lacs, thereby registering a growth of 3.33% as
compared to the Gross Turnover of Rs. 7660.57 lacs of the previous
year.
The Company has earned a Net profit after tax of Rs. 458.17 lacs,
thereby registering an increase of 57.25% as compared to the Net Profit
after tax of Rs. 291.37 lacs of the previous year.
DIVIDEND:
Your directors are pleased to recommend a final dividend @ Rs 2 per
share i.e. @ 20% (previous Year - 20%), subject to approval of the
shareholders at the ensuing Annual General Meeting.
The total amount of dividend for the year shall be Rs. 156.01 lacs as
against Rs. 156.01 lacs for the previous year. Dividend distribution
tax paid/ payable by the Company for the year would amount to Rs. 25.91
lacs.
NEW PROJECT
Jammu
The Directors are pleased to inform that the new unit set up at Jammu
has commenced with its commercial production. The total cost of the
Project is Rs. 1400.00 Lacs and this has been financed through the
Internal Accruals of the Company and External borrowings from a Bank.
The unit will help in increasing the sales and profitability of the
Company, as the Company will be able to avail the benefits of the
Excise exemption for 10 years and Income Tax exemption for 10 years
because of the location of the plant at Jammu.
Pantnagar
During the current year Company is setting up a new unit at Pantnagar,
Uttarakhand to cater the growing demand of Northern and Eastern Region
of India. Your directors expect that this unit will start commercial
production in the current financial year.
Your Directors are confident that the implementation and commissioning
of these new projects shall take the company further on the growth path
and prosperity.
FIXED DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 58-A of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGOINGS:
Information pursuant to Section 217(1)(e) of the Companies Act , 1956
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules 1988 is given in Annexure "A" to this report.
PARTICULARS OF EMPLOYEES:
During the year under review the Company had no employees whose
particulars are required to be furnished under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and in
accordance with the Articles of Association of the Company, Mr. Sanjaya
Kulkarni & Mr. M. K. Wadhwa, Directors of the Company, retires by
rotation at the ensuing Annual General Meeting of the company and being
eligible, offers themselves for re appointment as Non- Executive
Independent Directors of the company.
Mr. Kamlesh Joisher has been reappointed as Whole Time Director of the
Company for a period of three year with effect from 14.07.2010, subject
to approval of the members in the forthcoming Annual General Meeting.
As required, the requisite details of Directors seeking re-appointment
and appointment of Whole Time Director are included in this Annual
Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act , 1956, as amended
by the Companies (Amendment) Act, 2000, the Board of Directors of the
Company confirm that:
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2010, the applicable accounting standards have been followed
along with proper explanation relating to material disclosures.
(ii) the Directors 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
as at 31st March, 2010 and of the Profit of the Company for the
financial year ended 31 st March, 2010.
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act , 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities.
(iv) That the annual accounts for the year ended 31st March 2010 have
been prepared on a going concern basis.
AUDITORS:
The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the
conclusion of the forthcoming Annual General Meeting and are eligible
for re-appointment. A certificate from the Auditors has been received
to the effect that their re-appointment, if made, would be within
prescribed limits under Section 224 (1B) of the Companies Act, 1956.
Members are requested to consider their re- appointment and authorize
the Board to fix their remuneration.
CORPORATE GOVERNANCE
During the year under review, your Company has taken adequate steps to
ensure that all mandatory provisions of Corporate Governance as
stipulated in clause 49 of the Listing Agreement have been complied
with. A separate Report on Corporate Governance along with the
Auditors Certificate on its compliance is given in " Annexure B " to
this Report.
PERSONNEL:
Your Directors are pleased to inform you that employee relations
continue to be cordial and peaceful both at the factory and the office
during the year under review.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the
co-operation and assistance received from the Companys bankers, its
shareholders, customers and suppliers.
Your Directors also wish to place on record their appreciation for the
devoted services of the executives, staff and workers of the Company
and look forward to their continued support.
For and on behalf of the Board of Directors
Kamlesh Joisher Sanjaya Kulkarni
Whole Time Director Chairman
Date :20th May 2010
Place :Mumbai
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