BOARD'S REPORT TO THE MEMBERS OF Polymechplast Machines Limited Dear Members, Your Directors have pleasure in presenting the Board's Report of your Company together with the Financial Statements of your Company for the financial year ended 31st March, 2015 STATE OF COMPANY'S AFFAIRS: During the year under review, total income of Rs. 23,43 crores as against Rs. 23.62 Crores in the previous year shows marginal reduction of about 0.83% Net profit of Rs.56,54,373 during the year under review as against Rs. 14,34,672 in the previous year is mainly due to exceptional income of insurance claim on loss of stock previous year as well as interest on insurance claim and reimbursement of expenses thereon in spite of operational loss mainly due to increased work in progress which could not be converted into sale as also increased financial cost. DIVIDEND By keeping in view, long term interest of the Company, your Directors do not recommend any dividend. SHARE CAPITAL During the year under review, the Company has neither bought back its share nor issued any shares either by way of Bonus, Right, Stock Options, Sweat Equity, with differential rights or otherwise. INFORMATION ABOUTSUBSIDIARY/JV/ASSOCIATE COMPANY The Company does not have any Subsidiary, Joint venture or Associate Company. TRANSFEROF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND Since there was no unpaid/unclaimed Dividend, the Company was not required to transfer any amount to Investor Education & Protection Fund during the year under review the, pursuant to Section 125 of the Companies Act, 2013. MATERIALCHANGES AND COMMITMENTS No material change and commitment affecting the financial position of the Company have occurred between the period of end of financial year to which this financial statement relates and the date of this report and hence not reported. EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER FORM MGT- The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information as perAnnexure - A. MEETING OF THE BOARD OF DIRECTORS DURING THE YEAR During the Financial Year 2014-15, Nine meetings of the Board of Directors of the Company were held. DIRECTORS'RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that i. Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure, if any, while preparing the annual accounts; ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Prof it & Loss of the Company for the period; iii. Your Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. Your Directors have prepared the annual accounts on a going concern basis. v. Your Directors have laid down internal financial controls which are adequate & effectively operational. vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and effectively operations. AUDITORS AND THEIR REPORT M/s Parikh Mehta & Associates, Chartered Accountants, Vadodara were appointed as Statutory Auditors to hold office upto the conclusion of 30th Annual General Meeting by the members of the Company at their Annual General Meeting held on 29th September, 2014. The Company has received requisite certificate and consent from them you are requested to ratify their appointment and fix remuneration. There are no qualification or adverse remarks in the Auditors' Report. The Notes on financial statements are self-explanatory, and needs no further explanation. SECRETARIAL AUDITORS AND THEIR REPORT The Company has appointed M/s Devesh Vimal & Co. Practising Company Secretaries as Secretarial Auditors. Their report is annexed as per Annexure-B. There is no qualification, reservation, adverse remark or disclaimer in the report. LOANS. GUARANTEES AND INVESTMENTS The company has not given any guarantees or securities covered under the provisions of section 186 of the CompaniesAct,2013('theAct'). However, the aggregate of loans and advances granted as also investments are within the limits of Section 186 of the Act. RELATED PARTYTRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, the disclosure in form AOC-2 is not applicable. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO.: Information on conversation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule8(3) of the Companies(Accounts) Rules, 2014 is enclosed as per Annexure -C. RISK MANAGEMENT The Company is engaged in formulation or Risk Management Policy. DEPOSITS: The Company has not accepted / renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014. CORPORATE SOCIAL RESPONSIBILITY The Company does not fall in any of the criteria of Section 135(1) of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same. MEDIAN EMPLOYEE DETAILS The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to any member on request. ANNUAL EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. CORPORATE GOVERNANCE In view of paid up equity capital and Net worth of the Company is lesser than Rs.10 crores and Rs. 25 crores respectively, Clause-49 of the Listing Agreement is not mandatorily applicable and accordingly, neither Corporate Governance Report nor certificate is included in the Annual Report. INDEPENDENT DIRECTORS AND DECLARATION Mrs. H. D. Pathak, Mr. J. H. Pathak and Mr. A. N. Shah have been appointed as the Independent Directors of the Company pursuant to Section 149(10) of the Companies Act, 2013 on 29th September, 2014 for a term of 5 consecutive years on the Board of the Company. The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of theCompaniesAct,2013. NOMINATION AND REMUNERATION COMMITTEE The Company has duly constituted Nomination & Remuneration committee pursuant to section 178(1) of the Act and accordingly formulated the policy on directors Appointment and Remuneration. COST AUDIT There is no requirement for Cost Audit as the Company does not fulfill the criteria for the same. VIGIL MECHANISM As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has been engaged in formulation of Vigil Mechanism for Directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. ORDEROFCOURT No significant or material order was passed by any regulator, court or tribunal impacting the going concern status or Company's operations in future during the year under review. DISCLOSURE UNDER THE SEXUAL HARASSSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees(permanenet, contractual, temporary, trainees) are covered under this policy. The summary of sexual harassment complaints received and disposed off during the financial year 2014-2015 is as under: - Number of Complaints Received NIL - Number of Complaints Disposed off : NIL PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearnace for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the 'Trading Window' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code. CODEOF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day today business operations of the company. The code laid down by the Board is known as" code of business conduct" which forms an Appendix to the Code. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work, place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management have been given appropriate training in this regard. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In view of no mandatory applicability of Clause 49 of the Listing Agreement with the Stock Exchanges in India, Management Discussion& Analysis Report as stipulated under Clause 49 of the Listing Agreement is not included. ACKNOWLEDGEMENT Your directors take opportunity to express their gratitude to government, bankers, advisers, employees and shareholders for their valuable support and co-operation. FOR AND ON BEHALF OF THE BOARD K. R. Bhuva Chairman & Managing Director Date : 29-05-2015 Place : Vadodara |