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