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Directors Report of Captain Polyplast Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

Dear Member,

The Directors have pleasure in presenting the 19th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2016.

Financial Results

The working results of the company for the year ended 31-03-2016 stands as under:

(Rs. In Lacs)

Particular

Year ended 31/03/2016

Year ended 31/03/2015

Gross Turnover

11910.69

8892.79

Profit before finance costs, Depreciation, Extraordinary items & Tax

1490.65

1259.25

Less: Finance Costs

657.70

614.22

Less: Depreciation and Amortization

260.06

304.11

Profit Before Tax (PBT)

572.88

340.91

Provision for Tax

187.87

115.14

Profit after Tax

385.02

225.77

Balance brought forward from previous year

951.51

729.33

Profit available for appropriation

1288.02

951.51

Adjustment Relating to Carrying amount of Assets

-

3.59

Balance Carried to Balance Sheet

1288.02

951.51

Paid-up Capital

1007.58

895.62

Reserve and Surplus

1444.65

1220.09

Financial Highlights

During the year under review company has recorded turnover of Rs. 11910.69 lacs as against the previous year turnover of 8892.79 lacs which show 33.94 % increase in comparison with the previous year. Profit before tax rose to all most 68.04% as compare to previous year. The net profit after tax of the company increased by Rs. 159.25 lacs against the net profit of Rs. 225.77 lacs in previous year.

Dividend

Interim Dividend for the year 2015-2016 of Rs. 0.40/- on per equity share of Rs. 10/- each (4 %) was declared on 9th November, 2015 and paid on 05.12.2016.

Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

Board of Directors and Key Managerial Personnel

Mr. Ashokbhai K. Patel , Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible,offer himself for re-appointment. The Board recommends his appointment. Mr. Ramesh Khichadia Managing Director, Mr. Kaushik Mori Chief Financial Officer and CS. Khyati Mehta Company Secretary are the Whole-time Key Managerial Personnel of the Company.

The Board has considered the declarations given by independent directors under sub-section(6) of Section 149 and the company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The Board has further evaluated its own performance and that of its committees and individual directors.. None of the Directors is disqualified under Section 164 of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

During the current financial year, the Board of Directors of the Company duly met 12 times Proper notices was given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:- (a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;

(c) 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 your Company and for preventing and detecting fraud and other irregularities;

(d) prepared the Annual Accounts on a going concern basis;

(e) had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Auditors

M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company by board at its meeting held on 18.05.2016 to fill the casual vacancy caused by the resignation of P. GHANSHYAM & CO., Chartered Accountants, Rajkot up to the upcoming Annual General Meeting of the Company and that they shall conduct the Statutory Audit for the period ended 31st March, 2016.

Now board has considered M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad for appointment as the statutory Auditors of the Company from the conclusion this Annual General Meeting till the conclusion of the Sixth Annual General Meeting held thereafter (Subject to ratification of appointment by the shareholders at every AGM held after this AGM)

Auditors’ report

In the opinion of the directors, the notes to the accounts in auditor’s report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2015-16, hence, no such audit has been carried out during the year.

Secretarial Audit Report

A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure - A. The findings of the audit have been satisfactory.

Listing and Dematerialization

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE). The shareholder can avail the facility provided by NSDL and CDSL to demat their shares. Shareholders are requested to convert their holdings to dematerialized form to derive the benefits of holding the shares in electronic form.(Currently all the shares are in demat form)

Extract of Annual Return

The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - B.

Related Party Transactions

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm’s length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow & Outflow

Company’s plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation.. The Company has installed the Wind Turbine and during the year total 1241.427 Mwh. were generated. Company has obtained credit of these unites against its electricity consumption at its factory. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - D to this report.

Corporate Governance

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. As a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - E and forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure -F and forms part of this Report.

Personnel

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - G and forms part of this Report.

Corporate Social Responsibility (CSR)

Company has generally taken corporate social responsibility initiatives. However, the present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records.. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company’s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

Material Changes and Commitments

No material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2015-16 and till the date of this report.

Statutory Orders

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company’s operations.

Unclaimed Dividend

There is no balance lying in unpaid equity dividend account.

Insurance

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

Disclosure under The Sexual Harassment of Women at the work place (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 work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2015- 2016.

Acknowledgement

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board

Registered Office: By order of the Board

UL25, Royal Complex,

Bhutkhana Chowk,

Dhebar Road, Rajkot. Managing Director Whole time Director

Ramesh D. Khichadia Ashok K. Patel

Date :15.07.2016

Place : Rajkot


Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in submitting their Eighteenth Annual Report together with the Audited Statement of Accounts tor the year ended 31st March, 2015.

FINANCIAL RESULTS

The working results of the company for the year ended 31-33-2015 stands as under:

(Rs. In Lacs)

Particular Year ended Year ended 31/03/2015 31/03/2014

Gross Turnover 8521.58 8147.56

Profit before finance costs. Depreciation, Extraordinary items & Tax 1259.25 967.23

Less: Finance Costs 614,22 479.69

Less. Depreciation and Amortization 304.11 169,72

Profil Before Tax (PBT) 340,91 317.62

Provision tor Tax 115.14 106.24

Profit after Tax 225 77 211 56

Balance brought forward from previous year 729.33 542.79

Profit available for appropriation 955.11 754.37

Appropriation: Issue of Bonus Shares - 25,04

Adjustment Relating to Carrying amount of Assets 3,59

Balance Carried to Balance Sheet 951,11 729.33

Paid-up Capital 895.62 746.35

Reserve and Surplus 1220,09 1147.18

During the year under review company has recorded turnover of Rs, 8921.56 lacs as against the previous year turnover of 6147.68 lacs which show 7 64 % increase in comparison with the previous year. Profit before tax rose to all most 6 77% as compare to previous year. The net profit after fax of the company increased to Rs.225.77 lacs against the Rs 211.56 lacs in previous year.

dividend

in view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31st March 2015

DIRECTOR S RESPONSIBILITY STATEMENT

The Directors confirm that:

In fine preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

They have taken proper and sufficient cane for the maintenance of adequate accounting records in accordance with the previsions of the Companies Act, 2013.. for safeguarding the assets of the Company and fur preventing and delecting fraud and other irregularities:

They have prepared the annual accounts on a going concern basis:

They have laid down internal hnancral controls for the Company and such internal financial controls are adequate and operating effectively: and

They have devised proper systems to ensure compliance wilh the provisions of all applicable taws and such systems are adequate and operating effectively

BOARD Or DIRECTORS ACT KEY MANAGERIAL

PERSONNEL

Mr. Gopal D. Khichadia- Director will retire at the ensuing Annual General Meeting and, being eligible, offer himself for re- election,

The Board of Directors appointed Mrs. Anjana Pagarlhar as an Additional Director with effect from 30"' may, 2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mrs. Anjena Pagadhar offered herself to be appointed as the Independent Director of your Company. As per the provisions of the Companies Act, 2013. Independent Directors are required to he appointed tor a term of five consecutive years, but sha I be eligible for reappointment on passing uf a special resolution by the Company and shall not be liable to retire by rotation The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Ad, 2013.

Ihe policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration fur Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

During the current financial year, (he Board of Directors of the Company duly met Proper notices was given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in ihe financial statements RE LA TED PARTY TRANS AC T IONS

A detailed report on contracts and arrangements made during the year 2014-15, being arms length transactions have been reported and annexed hereto in this report.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION! RULES. 2014

As provided under Section 62(3) of the Act, the extract of annual return is given in Annexure III in (he prescribed Form MGT-9, which forms part of this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014 during the year.

UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account as company has not declared any dividend .

INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and slocks wherever necessary and to the extent required have been adequately insured

AUDITORS

On the recommendation of Audit committee pursuant to Ihe provisions of Section 139 & 142 and older applicable provisions, it any. of Ihe Companies Act, 2013 and rules made there under M/s. P. Ghanshyam & Co . (Firm Registration No 1Q3153W), Chartered Accountants, were appointed as the Statutory Auditors of the Company in Iasi AGM to hotd office till conclusion this Annual General Meeting have offer themselves for re appointment on a remuneration to be deaded by the Board of Directors of company.

AUDITORS' REPORT

In the opinion of the directors, Lite notes to the accounts in auditors report are self-explanatory and adequacy explained the matters, which are dealt with by the auditors.

PQLUTIONAND ENERGY CONSERVATION AND FOREIGN EXCHANGE

Company s texturing plants are running with electricity which ora supplied by the Pasghim Gujarat Vij Company Limited The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation. However company production facilities do not offer much scope for energy conservation The Company has installed Lhe Wind Turbine and dunnq the year tolai 9.66 lacs units were generated. Company has obtained credit of these unites against its electricity consumption at its factory, The particulars regarding technology absorption and Foreign exchange earnings and outgo pursuant to Section 134 (m) of the Companies Ad, 2013 are as under

Conservation of Energy

Particulars 2014-15 2013-14

A. Power and Fuel Consumption

1. Electricity

(a) Purchase 21.24 17.13

Total units (in lacs kw) 21.24 17.13

Tota Amount (in lacs Rs.) 156.46 113.92

Ftale/unit (in R&.) 7.37 6.65

(b) Own Generation

Wind mill (units in lacs) 9.66 11.66 (Credit was given in Electric Bill of RS. 71.21 lacs which amounts to Rs. 7.37 per unit)

2. Diesel N.A N.A

3. Furance Oil N.A N.A

4. Others N.A N.A

B. Consumption per unit of production

Production of Micro Irrigation Pipes 6 Fittings (Kgs.) 3658610 8257959

Electncity Consumed per Kgs, Of Pipes (in Units)

C. Technology absorption

The Companys Plant is running satisfactorily No other technology is involved in companys facilities other than wind power generation.

D. Foreign exchange i nflow/outf low

Foreign Exchange innow (Rs. In lacs} 0 0

Foreign Exchange Outflow (Rs. In lacs) 12 469.99

CORPORA TE GO VERNA NQE

As per clause 52 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report.

EMPLOYEE STOCK OPTION PLAN (ESOP)

pursuant to the provisions of Section 62(T)(bj and all other provisions if any. of the Companies Act 291 including any modification or re-enactment thereof for the time being in force) and the rules made there under, and in accordance with (he provisions of (he Memorandum and Articles of Association of the Company, the Listing Agreement with the Stock Exchangers}, the provisions contained the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 (hereinafter referred to as "SEBl Regulations) (and any other prescribed rules, ifcgulations/guidelines of Securities and Exchange Board of India "SEBJ'lor any other relevant authority, from time to lime to the extent applicable and subject to such other approvals, permissions and sanctions as may ho necessary, the approval and consent of Members in EGM date 5th FEBRUARY .2015 be and is hereby granted to Board of Directors of the Company (herein referred to as the "Board which term shall be deemed to mctude any Committee{s) constituted or to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) to Introduce and Implement Captain Polyplast Limited Employee Stock Option Plan 2CH4(CPL ESOP 2914" or "PJan') to create, grant, offer issue and aSlol el any time or to the benefit of such person(s) who are in the permanent employment of the Company including Directors (other than Promoters of (he Company, Independent Directors and Directors lidding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) whether whole (ime or otherwise, hereinafter collectively referred to as "Eligible Employee) not more than 4,45,Q0D(Four Lac Forty Five Thousand} employee stock oplions(ESOPs) exercisable into not more than 4,45,000 (Four Lac Forty Five Thousand) Equity Shares of the company underCPL ESOP 2014" in one or more tranches, and on such terms and conditions as may be fixed or determined by (he Board in accuidance with the provisions of law or regulations issued by the relevant authority and each option shall be exercisable tor one Equity Share of face value of Rs 10/- each fully paid up,

BONUS

In accordance with (he provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debentures), Rules 2014 the Company has issued 14,92,705 equity shares of Rs.1G/- each as Bonus Shares to Ihy exiting shareholders of the Company in the proportion one (1) new fully Paid-up Equity Shane of Rs. 10- each for every Five (5) Equity Share of Rs. 10/- each held on the record date 26/07/2914 . Allotment of bonus shares were done on 28/07/2014.

APPREC1A TiONS AND ACKNOWLEDGMENTS

Your Directors express their sincere gratitude for the assistance and co-operation extended by customers, various Government, Semi-Government and Local Authorities, Suppliers, Shareholders, business associates.

Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growlh of the Company. Last but not the least, the Board of Directors wish to (hank the Investor/ Shareholders tor their support, co-operation and faith in the Company

For and on behalf of the Board

Registered Office: By order of the Board

UL25, Royal Complex, Bhulkhana Chowk, Dhebar Road, Rajkot. Sd/- Sd/- Ramesh D. Khichadia Ashok K. Patel Managing Director Whole time Director

Date -30.05.2015 Place : Rajkot

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