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Directors Report of National Plastic Industries Ltd.

Mar 31, 2016

To,

The Members,

NATIONAL PLASTIC INDUSTRIES LIMITED

Your Directors present their 29th Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2016.

FINANCIAL RESULTS: ,,. . .

(Rs. in Lacs)

Particulars

2015-2016

2014-2015

Sales & Other Income

11407.64

9638.89

(Loss) / Gross Profit before Depreciation, Interest & Tax

1022.11

774.28

Less : Depreciation

178.91

179.36

Interest

393.90

406.54

(Loss) / Profit for the year

449.29

188.38

Less: Prior Period Adjustment

12.33

-

Less : Deferred Tax Liabilities

239.26

60.60

(Loss)/ Net Profit after Tax

197.70

127.78

Less: Depreciation due to Transitional Provision Effect

-

63.24

Add: Balance brought forward from previous year (Adjusted)

150.85

196.20

Balance Available for appropriation

348.56

260.74

Appropriation:

Proposed Dividend

91.30

91.30

Dividend Tax

18.59

18.59

Transfer to General Reserve

-

Balance c/f to Balance Sheet

238.68

150.85

BUSINESS ENVIRONMENT

The business environment was positive during the year with stability in the market conditions and the raw material prices.

The year 2015-2016 was optimistic year for the Company''s operations with rising trends. The Company was able to achieve a turnover of Rs. 114.08 Crs for the year 2015-16. Persistent efforts have been made by the Company to maintain higher sales volume and reduce finance costs. There was intense competition both from the organized market players as well as the local unorganized manufacturers. The Management believes that the overall growth and new entrants in the organized market, executing business transactions through the ecommerce portals will bring transparency in doing business and a shift from unorganized market players to organized market players.

STATE OF AFFAIRS

During the financial year ended 31st March 2016, the Total Sales & Other Income for the year was at Rs. 114.08 Crores as against Rs. 96.39 Crores for the year 2014-15. Out of this, exports were Rs. 23.88 Crores as against Rs. 23.43 Crores for the year 2014-15. Your Company is working on consolidating its strengths in the key markets to increase export sales in the coming years.

Net Sales were Rs. 99.53 Crores as against Rs. 82.84 Crores in the previous year. The profit after tax for the year under review was at Rs. 197.70 Lacs representing an increase of 55% over the previous year.

Due to various initiatives taken by the Company, the Interest and Finance cost have decreased by Rs. 12.64 Lacs i.e. from Rs. 406.54 Lacs to Rs. 393.90 Lacs.

The Company has endeavored to bring out new & unique moulded furniture for improving the sales of the products.

The Company is taking all necessary steps to reduce wastages and make production cost efficient and will surely be able to achieve its targets.

The PVC flooring Mats business in Nellore, Andhra Pradesh in the southern part of the country under the brand name INSTA has done fairly well during the year 2015-16.

The Company has also commenced the manufacturing of Air-coolers.

DIVIDEND

The Board of Directors of your Company are pleased to recommend a Dividend of Rs. 1/- per equity share (10%) as compared to Rs. 1/- in the previous year. The total outflow on account of Equity Dividend will be Rs. 109.89 Lacs (inclusive of tax of Rs. 18.59 lacs) which is provided in the accounts for the purpose of Dividend. The Dividend payout is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

AWARDS AND RECOGNITIONS

The Company was conferred with the Largest Exporter of Plastic Furniture Award for the year 2014-15 by the Plastic PLEX Council in FY15-16.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March, 2016 forms part of this report as Annexure 1.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The Board met six (6) times during the FY 2015-16 viz. on 14th May 2015, 30th May 2015, 30th June 2015, 14th August 2015, 7th November 2015 and 12th February 2016. The maximum interval between any two meetings did not exceed 120 days.

Attendance of each Director at these meetings is as under:

Name of Director

Category

No. of Board Meetings Attended

Mr. Paresh V. Parekh

Promoter Executive

6

Mr. Ketan V. Parekh

Promoter Executive

3

Mr. Ashwin J. Goradia1

Non-Executive Independent

4

Mr. Dhirajlal J. Shanghavi1

Non-Executive Independent

4

Mrs. Jyoti Palekar2

Non-Executive Independent

2

Mr. Dilip Thaker2

Non-Executive Independent

2

Mrs. Neeta Parekh3

Non-Executive

-

In view of the cessation of Mr. Dhirajlal Shanghavi and Mr. Ashwin Goradia from the Directorship of the Company on 7th November, 2015, the Audit Committee was re-constituted by the Board on 7th November, 2015. The present composition of the Committee is as under:

Sr. No.

Name of the Director

Position

1

Mr. Dilip Thaker1

Chairman

2

Mrs. Jyoti Palekar2

Member

3

Mr. Paresh V. Parekh

Member

1Appointed as chairman of the Audit Committee with effect from 7th November, 2015.

2Appointed as member of the Audit Committee with effect from 7th November, 2015.

Four (4) Audit Committee meetings were held during the financial year 2015-2016 on 30th May 2015, 14th August 2015, 6th November 2015 and 12th February 2016. The attendance of the Audit Committee Members at the said meetings is as below:

Sr. No.

Name of the Director

Meetings Attended

1

Mr. Dilip Thaker1

1

2

Mrs. Jyoti Palekar2

1

3

Mr. Paresh V. Parekh

4

4

Mr. Ashwin J. Goradia3

3

5

Mr. Dhirajlal J. Shanghavi4

3

Appointed as chairman of the Audit Committee with effect from 7th November, 2015.

2Appointed as member of the Audit Committee with effect from 7th November, 2015.

3Ceased to be member of the Audit Committee with effect from 7th November, 2015 4Ceased to be chairman of the Audit Committee with effect from 7th November, 2015

2. Share Transfer and Stakeholders Relationship Committee

The nomenclature of the Committee has changed to “Stakeholders Relationship Committee” by the Board of Directors at its meeting held on 14th August, 2015.

In view of the cessation of Mr. Ashwin Goradia from the Directorship of the Company on 7th November, 2015, the Stakeholders Relationship Committee was re-constituted by the Board on 7th November, 2015. The present composition of the Committee is as under:

Sr. No.

Name of the Director

Position

1

Mrs. Jyoti Palekar1

Chairman

2

Mr. Paresh V. Parekh

Member

3

Mr. Ketan V. Parekh

Member

Appointed as chairman of the Stakeholders Relationship Committee with effect from 7th November, 2015.

The Share Transfer and Stakeholders Relationship Committee/Stakeholders Relationship Committee met eight (8) times during the financial year 2015-16 viz. on 6th April 2015, 13th April 2015, 12th May 2015, 9th June 2015, 23rd June 2015, 14th July 2015, 4th August 2015 and 12th February 2016. The attendance of the Committee Members at the said meetings is as below:

Sr. No.

Name of the Director

Meetings Attended

1

Mrs. Jyoti Palekar1

1

2

Mr. Paresh V. Parekh

8

3

Mr. Ketan V. Parekh

8

4

Mr. Ashwin J. Goradia2

7

Appointed as chairman of the Stakeholders Relationship Committee with effect from 7th November, 2015. 2Ceased to be chairman of the Stakeholders Relationship Committee with effect from 7th November, 2015.

3. Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 read with rules framed there under, the Board of Directors of the Company have constituted Nomination and Remuneration Committee. The present composition of the Committee is as under:

Sr. No.

Name of the Director

Position

1

Mrs. Jyoti Palekar1

Chairman

2

Mr. Dilip Thaker2

Member

3

Mrs. Neeta Parekh2

Member

1Appointed as chairman of the Nomination and Remuneration Committee with effect from 14th August, 2015. 2Appointed as a member of the Nomination and Remuneration Committee with effect from 7th November, 2015.

The Nomination and Remuneration Committee met four (4) times during the financial year 2015-16 viz. on 30th May 2015, 14th August 2015, 6th November 2015 and 12th February 2016. The attendance of the Committee Members at the said meetings is as below:

Sr. No.

Name of the Director

Meetings Attended

1

Mrs. Jyoti Palekar1

2

2

Mr. Dilip Thaker2

1

3

Mrs. Neeta Parekh2

-

4

Mr. Ashwin J. Goradia3

3

5

Mr. Dhirajlal J. Shanghavi3

3

Appointed as chairman of the Nomination and Remuneration Committee with effect from 14th August, 2015. 2Appointed as a member of the Nomination and Remuneration Committee with effect from 7th November, 2015. 3Ceased to be member of the Nomination and Remuneration Committee with effect from 7th November, 2015.

4. Executive Management Committee

The Executive Management Committee was constituted by the Board of Directors at their meeting held on 14th August, 2015. The present composition of the Committee is as under:

Sr. No.

Name of the Director

Position

1

Mr. Paresh Parekh

Chairman

2

Mr. Ketan Parekh

Member

3

Mrs. Neeta Parekh1

Member

Appointed as a member of the Executive Management Committee with effect from 7th November, 2015.

The Executive Management Committee met twenty (20) times during the financial year 2015-16 viz. on 19th August 2015, 25th August 2015, 1st September 2015, 9th September 2015, 29th September 2015, 7th October 2015, 13th October 2015, 27th October 2015, 9th November 2015, 26th November 2015, 1st December 2015, 10th December 2015, 7th January 2016, 19th January 2016, 27th January 2016, 4th February 2016, 29th February 2016, 11th March 2016, 17th March 2016 and 28th March 2016. The attendance of the Committee Members at the said meetings is as below:

Sr. No.

Name

Meetings Attended

1

Mr. Paresh Parekh

17

2

Mr. Ketan Parekh

20

3

Mrs. Neeta Parekh1

11

4

Mr. Ashwin Goradia2

5

Appointed as a member of the Executive Management Committee with effect from 7th November, 2015. 2Ceased to be member of the Executive Management Committee with effect from 7th November, 2015.

DIRECTORS

The Board consists of Mr. Paresh V. Parekh and Mr. Ketan V. Parekh as Executive Directors of the Company in the capacity of Managing Director and Joint Managing Director respectively, Mrs. Jyoti Palekar and Mr. Dilip Thaker are Independent Directors of the Company and Mrs. Neeta Parekh is non-executive Director of the Company.

During the year under review, your Company appointed Mrs. Jyoti M. Palekar and Mr. Dilip M. Thaker as Independent Directors with effect from 29th September, 2015 for a period of five years.

Mr. Ashwin Goradia and Mr. Dhirajlal Shanghavi resigned from the Directorship of the Company with effect from 7th November, 2015.

Further, Mrs. Neeta K. Parekh was appointed as the Additional Director of the Company w.e.f. 7th November, 2015 and she holds office upto the date of the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013.

The Board of Directors in terms of Section 152 of the Companies Act, 2013, proposes to appoint Mrs. Neeta K. Parekh as a Director of the Company, liable to retire by rotation.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Paresh V. Parekh, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Board recommends his re-appointment to the members for consideration in the ensuing 29th Annual General Meeting.

Brief resume of the Director proposed to be appointed and their shareholding forms part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii. 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 as at 31st March, 2016 and of the profits of the Company for the financial year ended 31st March, 2016;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they had prepared the annual accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. However, the Company is in the process of documenting the internal financial controls as per the requirements of the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by Institute of Chartered Accountants of India (ICAI); and

vi. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION FROM INDEPENDENT DIRECTORS

The Board has received declarations from the Independent Directors as per the requirement of Section 149(7) of the Companies Act, 2013 that they meet all the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the performance of the Non-Independent Directors and the Board as a whole were evaluated at the meeting of the Independent Directors held on 27th May, 2016. The parameters on which performance is evaluated are skills, knowledge, participation in meetings, compliance with code of ethics, contribution towards growth of the Company etc.

The performance evaluation of the Independent Directors was carried out by the entire Board pursuant to the provisions of the Companies Act, 2013 on parameters such as participation in the meetings, performance of duties, level of oversight, professional conduct and independence etc.

The Directors expressed their satisfaction with the evaluation process.

DETAILS OF REMUNERATION TO DIRECTORS

The information relating to remuneration of directors as required under Section 197(12) of the Companies Act, 2013 is given in Annexure 2.

POLICY RELATING TO DIRECTORS

The policy framed by the Nomination & Remuneration Committee under Section 178(3) of the Companies Act, 2013 is as below:

Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) The Committee shall identify the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

c) The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

Remuneration to Directors

i. Remuneration to Whole-time / Executive / Managing Director:

The Remuneration/ Compensation/ Commission etc. to be paid to Director /Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under including any amendments thereto or any other enactment for the time being in force. The Whole-time / Executive / Managing Director shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including employer''s contribution to PF, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration in accordance with the provisions in Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

If, any Whole-time Director/Managing Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, wherever required, he/she shall refund such excess remuneration to the Company and until such sum is refunded, hold it in trust for the Company. The recovery of such sums refundable shall not be waived by the Company unless permitted by the Central Government.

ii. Remuneration to Non- Executive / Independent Director:

The Non-Executive/Independent Director may receive remuneration / compensation /commission as per the provisions of Companies Act, 2013 and the rules made there under. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under including any amendments thereto or any other enactment for the time being in force.

The Independent Director shall not be entitled to any stock option of the Company.

Evaluation

The Committee shall carry out evaluation of performance of every Director at regular interval (yearly).

Removal

The Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

APPOINTMENTS / RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL

Mr. Paresh Parekh, Managing Director; Mr. Ketan Parekh, Joint Managing Director; Mr. Harsh Parekh, Chief Financial Officer and Ms. Swati Zawar, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

None of the Key Managerial Personnel has resigned during the year under review.

EMPLOYEES

None of the employees of the Company were drawing a remuneration exceeding Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month or part thereof. The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in the Annexure 3 to this report.

Your Directors value the commitment of the employees towards the Company and appreciate their valuable contributions for the progress and growth of the Company.

AUDITORS

M/s. Sheth Doctor & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Twenty Ninth Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The Company has received letter from the auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

The report given by the Auditor on the financial statements of the Company is part of the Annual Report.

Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in the Audit Report

With regards to the Auditor''s disclaimer of opinion on internal financial controls, the Directors wish to clarify that there are adequate informal controls over the operations of the Company and the Company is in the process of documenting the internal financial controls as per the requirements of Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by Institute of Chartered Accountants of India (ICAI).

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. Jayshree A. Lalpuria, Company Secretary in practice, as its Secretarial Auditor.

Secretarial Audit Report as per Section 204 of the Companies Act, 2013 for the financial year ended 31st March, 2016 is annexed to this report at Annexure 4. The said report does not contain any qualification or reservation or adverse remark requiring explanation.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given, during the year under review, any loan, guarantee or invested any funds falling under the purview of Section 186 of the Companies Act, 2013.

Details of outstanding investments are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions with the Directors, Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions as required under Accounting Standards AS-18 are reported in Note 26B - Notes to Accounts of the financial statements of the Company.

All related party transactions are placed before the Audit Committee and the Board for approval.

TRANSFER TO RESERVES

The Company has not appropriated any profits to general reserves for the year 2015-16.

CORPORATE GOVERNENCE

The compliance with the provisions of Corporate Governance under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is not applicable to the Company. Hence, the Report on Corporate Governance as stipulated under Regulation 33 (e) read with Schedule IV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 does not form part of the Annual Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is set out in this Annual Report.

DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 from the Shareholders or the Public during the year.

INSURANCE

All the insurable interests of the company including inventories, building, plant & machinery etc. are adequately insured.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy provides for protection against Sexual Harassment of Women at Workplace and for prevention and redressal of complaints.

No complaints were received from any employee during the financial year 2015-16 and hence no complaints are outstanding as on 31st March, 2016 for redressal.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism Policy for Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The necessary mechanism is in line with the requirements under the Companies Act, 2013. It provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. None of the Whistle Blowers have been denied access to the Audit Committee. The said policy is available on the Company''s website www.nationalplastic.com under the Investor Section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 form part of this report and are set out in the Annexure 6 to this report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has formulated a Risk Management Policy for the Company. It aims to identify, evaluate risks associated with the business viz. economic environment and market conditions, fluctuations in foreign currency, political environment, contractual compliance, credit risks, technology obsolescence, inflation, commodity prices, price fluctuation of raw materials and finished goods etc. Mitigation plans for the identified risks are drawn up based on the type of risks.

In the opinion of the Board, none of the above mentioned risks threaten the existence of the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company''s internal control systems, commensurate with the size of the Company and nature of its business, has defined policies and procedures ensuring that all transactions are authorized, recorded and correctly reported, all assets are safeguarded and protected against loss from unauthorized use or disposition, reducing wastages and maintenance of proper accounting records for ensuring accuracy and reliability of its financial information. However, the Company is in the process of documenting the internal financial controls as per the requirements of the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by Institute of Chartered Accountants of India (ICAI). The Board has constituted an Audit Committee which meets periodically to review the financial performance and the accuracy of financial records.

The Management duly considers and takes appropriate action on the recommendations made by the Statutory Auditors and the Audit Committee of the Board of Directors.

STATUTORY DISCLOSURE

a. There is no change in the nature of business of the Company.

b. In terms of the first proviso to Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to all the shareholders and is available on the Company''s website.

c. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

d. During the year 2015-16, the Company had adopted new substituted Articles of Association to align with the provisions of Companies Act, 2013 at the 28th Annual General Meeting of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company''s operations in future.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on 2nd September, 2015 issued the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said regulations were effective 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during December 2015.

LISTING FEES

The Company has paid the Annual Listing fees to BSE Ltd. for the Financial Year 2016 - 2017. ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the co-operation and support they have received from the State Government Authorities, Statutory Authorities, Local Bodies, Banks and Financial Institutions and other Regulatory agencies during the year. Your Directors warmly acknowledge the faith and confidence reposed in the Company by its channel partners, dealers and customers in supporting its business activities and growth. Your Directors express their gratitude to the other business associates of the Company for their unstinting support. Your Directors are thankful to the Members for extending the trust and confidence shown.

For and on behalf of the Board of Directors

Place: Mumbai Paresh V. Parekh Ketan V. Parekh

Date: 10th August, 2016 Managing Director Joint Managing Director


Mar 31, 2014

The Members,

NATIONAL PLASTIC INDUSTRIES LIMITED

The Directors present their 27th Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2013-2014 2012-2013

Sales & Other Income 8937.45 7297.66

(Loss) / Gross Profit before Depreciation & Interest 846.00 306.79

Less : Depreciation 230.85 216.67

Interest 459.69 424.12

(Loss) / Profit for the year 155.46 (334.00)

Less : Prior Period Adjustment 14.82 -

Less : Tax Provision - -

Less : Deferred Tax Liabilities 43.35 (108.22)

(Loss) / Net Profit after Tax 97.29 (225.78)

Add : Balance brought forward from previous year (Adjusted) 98.92 324.70

Balance Available for appropriation 196.20 98.92

Appropriation:

Proposed Dividend - -

Dividend Tax - -

Transfer to General Reserve - -

Balance c/f to Balance Sheet 196.20 98.92

DIVIDEND

In order to conserve the resources, and to improve the financial position of the Company, the Directors of your Company do not recommend any dividend for the current year.

YEAR IN RETROSPECT

The year 2013 – 2014 was indeed a challenging year for the Company due to the volatile market conditions. High volatility in raw material prices and exchange rates added to the product cost leading to moderate increase in sales volumes. Persistent efforts have been made by the Company to maintain higher sales volume and reduce finance costs. There was intense competition both from the organized market players as well as the local unorganized manufacturers.

The Company is taking all necessary steps to reduce wastages and make production cost efficient and will surely be able to achieve its targets.

During the year under review Net Sales were Rs. 74.95 Crores as against Rs. 60.17 Crores in the previous year. In spite of the increased raw material prices, high inflation, & volatile market scenario, the company has been able to achieve net profit of Rs. 97.29 Lacs. The Company has endeavored to bring out new & unique moulded furniture for improving the sales of the products.

The PVC flooring Mats business in Nellore, Andhra Pradesh in the southern part of the country under the brand name INSTA has progressed fairly well during the current year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors 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 explanations relating to material departures, if any;

ii. 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 as at 31st March, 2014 and of the profits of the Company for the financial year ended 31 st March, 2014;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

The Certificate from the Auditor of the Company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report. Further, a separate Management Discussion and Analysis report also forms part of this Annual Report.

COST COMPLIANCE

Pursuant to Sec. 209 (1)(d) of the Companies Act, 1956, Cost Compliance Report for the financial year ended 31st March, 2013 was submitted to the Central Government on 20th December, 2013.

COST AUDIT

The Cost Audit report for the financial year ended 31st March, 2014 will be filed within the prescribed time period.

FIXED DEPOSIT

The Company has not accepted any Fixed Deposit covered under Section 58A of the Companies Act, 1956 from the Shareholders or the Public during the year.

INSURANCE

All the insurable interests of the company including inventories, building, plant & machinery etc. are adequately insured.

DEMISE OF CHAIRMAN

The Board regretfully reports the sad demise of its Founder Chairman, Mr. Vinod V. Parekh after a prolonged illness on 12th March, 2014. The Board further expresses its heartfelt condolences and would like to place on record its sincere and deep appreciation for his invaluable guidance and contribution from time to time in the growth of the Company.

BOARD OF DIRECTORS

Mr. Dhirajlal J. Shanghavi and Mr. Ashwin J. Goradia are Independent Directors of the Company as per Clause 49 of the Listing Agreement and were appointed under the Companies Act, 1956 as Directors liable to retire by rotation. Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013, it is proposed that these Directors be appointment as Independent Directors of the Company, to hold office for a term of five consecutive years up to 31st March, 2019 at the forthcoming Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS

M/s. Sheth Doctor & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Twenty Seventh Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The Company has received letter from the auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per 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 form part of this report and are set out in the annexure "A" attached herewith.

EMPLOYEES

None of the employees of the Company were drawing a remuneration exceeding Rs. 60,00,000/– per annum or Rs. 5,00,000/– per month or part thereof. Hence, no particulars of employees as per Section 217 (2A) of the Companies Act, 1956 are furnished.

Your Directors value the commitment of the employees towards the Company and appreciate their valuable contributions for the progress and growth of the Company.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the co-operation and support they have received from the State Government Authorities, Statutory Authorities, Local Bodies, Banks and Financial Institutions and other Regulatory agencies during the year. Your Directors warmly acknowledge the faith and confidence reposed in the Company by its channel partners, dealers and customers in supporting its business activities and growth. Your Directors express their gratitude to the other business associates of the Company for their unstinting support. Your Directors are thankful to the Members for extending the trust and confidence shown.

For and on behalf of the Board of Directors

Place: Mumbai Paresh V. Parekh Ketan V. Parekh

Date : 5th August, 2014 Managing Director Joint Managing Director


Mar 31, 2013

To, The Members of NATIONAL PLASTIC INDUSTRIES LIMITED

The Directors present their 26th Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2012-2013 2011-2012

Sales & Other Income 6869.36 6514.42

(Loss) / Gross Profit before Depreciation & Interest 306.79 463.91

Less : Depreciation 216.68 157.38

Interest 424.12 219.05

(Loss) / Profit for the year (334.01) 87.48

Less : Prior Period Adjustment - -

Less : Tax Provision - -

Less : Deferred Tax Liabilities (108.22) (23.10)

(Loss) / Net Profit after Tax (225.79) 64.38

Add : Balance brought forward from previous year (Adjusted) 324.72 313.39

Balance Available for appropriation 98.93 377.77

Appropriation:

Proposed Dividend - 45.65

Dividend Tax - 7.40

Transfer to General Reserve - -

Balance c/f to Balance Sheet 98.93 324.72

DIVIDEND

In view of the loss, the Directors of your Company do not recommend any dividend for the current year.

YEAR IN RETROSPECT

The year 2012 - 2013 was yet another challenging year for the Company due to the volatile market conditions. Every sector in the Indian economy had witnessed ups and downs in the socio-economic conditions of the country. Every sector was plagued with problems due to high inflation, high interest rates, depreciating rupee and reduction in growth rate of new businesses. The manufacturing industry has also not remained untouched by these volatile conditions. Persistent efforts have been made by the Company to maintain higher sales volume. However, the factors such as steep increase in the raw material prices, finance cost and fluctuations in the Exchange rates added to the product cost, thereby affecting the demand for the product. There was intense competition both from the organized market players as well as the local unorganized manufacturers.

The Company is taking all necessary steps to reduce wastages and make production cost efficient and will surely be able to achieve its targets.

During the year under review Net Sales were Rs. 60.17 Crores as against Rs. 58.05 Crores in the previous year. In view of the rising inflation, steep increase in raw material prices & volatile market scenario, the company has incurred net loss of Rs. 225.79 Lacs. The Company has endeavored to bring out new & unique moulded furniture for improving the sales of the products.

The PVC flooring Mats business in Nellore, Andhra Pradesh in the southern part of the country under the brand name INSTA has received lukewarm response after its launch last year but is expected to pick up pace during the next few years.

FIXED DEPOSIT

The Company has not accepted any Fixed Deposit covered under Section 58A of the Companies Act, 1956 from the Shareholders or the Public during the year.

CORPORATE GOVERNENCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

The Certificate from the Auditor of the Company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report. Further, a separate Management Discussion and Analysis report also forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm 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 explanations relating to material departures, if any;

ii. 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 as at 31st March, 2013 and of the loss of the Company for the financial year ended 31st March, 2013;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts have been prepared on a going concern basis.

INSURANCE

All the insurable interests of the company including inventories, building, plant & machinery etc. are adequately insured.

BOARD OF DIRECTORS

Mr. Ashwin Goradia, Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and being eligible, offers himself for re-appointment.

Disclosures as required under provisions of the Listing Agreement forms part of this report.

AUDITORS

Statutory Auditors

M/s. Sheth Doctor & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Twenty Sixth Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Cost Auditors

The Board of Directors of the Company have appointed, on the recommendations of the Audit Committee, Mr. Chinmay S. Joshi, Practising Cost Accountant as the Cost Auditor of the Company for the Financial Year 2013-14 for auditing the cost accounts in respect of ''Plastic Products'' as required by the Central Government Order dated 6th November, 2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per 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 form part of this report and are set out in the annexure "A" attached herewith.

EMPLOYEES

None of the employees of the Company were drawing a remuneration exceeding Rs. 60,00,000/ - per annum or Rs. 5,00,000/ - per month or part thereof. Hence, no particulars of employees as per Section 217 (2A) of the Companies Act, 1956 are furnished.

Your Directors value the commitment of the employees towards the Company and appreciate their valuable contributions for the progress and growth of the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their gratitude for the co-operation and support they have received from the State Government Authorities, Statutory Authorities, Local Bodies, Banks and Financial Institutions and other Regulatory agencies during the year. Your Directors warmly acknowledge the faith and confidence reposed in the Company by its channel partners, dealers and customers in supporting its business activities and growth. Your Directors express their gratitude to the other business associates of the Company for their unstinting support. Your Directors are thankful to the Members for extending the trust and confidence shown.

For and on behalf of the Board of Directors

Place: Mumbai Paresh V. Parekh

Date: 14th August, 2013 Managing Director


Mar 31, 2012

To, The Members of NATIONAL PLASTIC INDUSTRIES LIMITED

The Directors present this 25th Annual Report of the Company together with the Audited Accounts, for the year ended 31st March, 2012.

FINANCIAL RESULTS: (Rs in Lacs)

Particulars 2011-12 2010-11

Sales & Other Income 6514.42 6250.93

(Loss) / Gross Profit before Depreciation & Interest 463.91 554.17

Less : Depreciation 157.38 136.34

Interest 219.05 121.23

(Loss) / Profit for the year 87.48 296.60

Less: Prior Period Adjustment - -

Less : Tax Provision - (0.26)

Less: Deferred Tax Liabilities (23.10) (91.55)

(Loss)/ Net Profit after Tax 64.38 204.79

Add : Balance brought forward from previous year (Adjusted) 313.39 214.71

Balance Available for appropriation 377.77 419.50 Appropriation

Proposed Dividend 45.65 91.30

Dividend Tax 7.40 14.81

Transfer to General Reserve - -

Balance C/f to Balance Sheet 324.72 313.39

DIVIDEND:

The Board of Directors of your Company are pleased to recommends a Final Dividend of 0.50/- paisa per equity share (5%), which is subject to consideration and approval of the shareholders at the ensuing Annual General Meeting of the Company. The total outflow on account of Equity Dividend will be X 45.65 Lacs which is provided in the accounts for the purpose of Dividend.

YEAR IN RETROSPECT:

The year 2011 - 2012 was indeed a challenging year for the Company. Persistent efforts have been made by the company to maintain higher sales volume. However there were number of factors which worked against the growth of the Company such as sovereign debt crisis in Euro Zone, rise in crude oil prices.

During the year under review Net Sales were Rs. 59.82 Crores as against X 57.65 Crores in the previous year. In spite rising inflation, steep increase in raw material prices & volatile market scenario, the company has been able to achieve net profit of Rs. 64.37 Lacs. The company has endeavored to bring out new & unique moulded furniture for improving the sales of the products.

The Company is taking all necessary steps to reduce wastages and make production cost efficient and are very sure will be able to achieve our targets.

Your Company has launched its PVC flooring Mats business in the Nellore, Andhra Pradesh in the southern part of the Country under the brand name INSTA.

DE-LISTING OF EQUITY SHARES FROM AHMEDABAD STOCK EXCHANGE LTD.:

The Board of Directors at its meeting held on 30th May, 2012 has proposed to De-list the Equity shares of the Company from Ahmedabad Stock Exchange Ltd. for which the Company is seeking your approval.

FIXED DEPOSIT:

The Company has not accepted any Fixed Deposit covered under Section 58A of the Companies Act, 1956 from the Shareholders or the Public during the year.

CORPORATE GOVERNENCE:

Your company is fully committed to the good corporate governance practices. A separate report on corporate governance form part of the Annual Report of the Company regarding the compliance of the conditions of the corporate governance as stipulated under clause 49 of the listing agreement is annexed to the report on the corporate governance.

The Certificate from the Auditor of the Company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report. Further a separate Management Discussion and Analysis report is also given in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, your Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had 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 affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate 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. The annual accounts have been prepared on going concern basis.

INSURANCE:

All the insurable interest of the company including inventories, building, plant & machinery etc. are adequately insured. BOARD OF DIRECTORS:

Mr. Dhirajlal J. Shanghavi, Director of the company retires by rotation at the ensuing Annual General Meeting. The retiring Directors being eligible have offered themselves for re-appointment.

Disclosures as required under provisions of the listing agreement forms part of this report.

AUDITORS:

The Company's auditors M/s. Sheth Doctor & Associates, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Information as per 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 form part of this report the details as required under Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 are set out in the annexure "A" forming part of this report.

EMPLOYEE RELATIONS

Your Directors wish to place on record its appreciation of the contribution made by all employees in ensuring the highest levels of performance and growth that your Company has achieved during the year.

None of the employees of the Company were drawing a remuneration exceeding Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month or part thereof. Hence, no particulars of employees as per Section 217(2A) of the Companies Act, 1956 are furnished.

ACKNOWLEDGEMENTS

The directors wish to place on record their sincere appreciation of the co-operation and support they have received during the year from the Bankers, State Government Authorities, Local Authorities and Employees during the year.

On behalf of the Board

Place: Mumbai VINOD V. PAREKH

Date: 14th August, 2012 CHAIRMAN


Mar 31, 2010

The Directors present their 23rd Annual Report together with Audited Accounts, for the year ended March 31, 2010.

FINANCIAL RESULTS:

REVIEW OF FINANCIAL PERFORMANCE:

2009-10 2008-09

(Rs.in Lakhs) (Rs.in Lakhs)

Sales & Other Income 5399.20 4319.21

(Loss) / Gross Profit before

Depreciation & Interest 608.29 333.47

Less :Depreciation 129.30 126.13

Interest 47.01 88.14

(Loss) / Profit for the year 431.98 119.20

Less: Prior Period Adjusted (1.40) (0.34)

Less :Tax Provision (89.36) (4.90)

Less :Deferred Tax Liabilities (47.48) (19.31)

(Loss)/ Net Profit after Tax 293.74 94.66

Add : Balance brought forward from previous year (Adjusted) 27.79 (66.87)

Balance Available for appropriation 321.53 27.79

Appropriation

Proposed Dividend 91.30 -

Dividend Tax 15.51 -

Transfer to General Reserve - - Balance c/f Balance Sheet 214.72 27.79

DIVIDEND

In view of better performance, your Directors are pleased to recommend a Dividend of Rs. 1/- per equity share (10%), which is subject to consideration and approval of the shareholders at the Annual General Meeting of the Company. The total outflow on account of Equity Dividend will be Rs. 106.81 lacs including corporate tax on dividend.

YEAR IN RETROSPECT

The Financial year under the review has been year of global recovery and growth. The company as shown a growth in Sales to the extend of 25% as compare to previous year due to introduction of new high end models of chairs which resulting in better margins, increase in market share as well as increase in profit. Export Sales to the extend of 7.2 Cr. The company expects the same performance.

FIXED DEPOSIT:

The Company has not accepted any Fixed Deposit covered under Section 58A of the Companies Act, 1956 from the Shareholders or the Public during the year.

CORPORATE GOVERNANCE:

Your company is fully committed to the good corporate governance practices. A separate report on corporate governance form part of the Annual Report of the Company regarding the compliance of the conditions of the corporate governance as stipulated under clause 49 of the listing agreement is annexed to the report on the corporate governance.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, your Directors confirm that :

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had 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 affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate 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.

d) The annual accounts have been prepared on going concern basis.

INSURANCE

All the insurable interest of the company including inventories, building, plant & machinery etc. are adequately insured.

BOARD OF DIRECTORS

Mr. Dhirajalal J. Sanghvi, Directors of the company retire by rotation at the ensuing Annual General Meeting. The retiring Directors being eligible has offered themselves for re-appointment.

Disclosures as required under provisions of the listing agreement forms part of this report.

AUDITORS

The Company’s auditors M/s Sheth Doctor & Associates, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

Information as per 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 from part of this report the details as required under Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 are set out in the annexure “A” forming part of this report.

EMPLOYEE RELATIONS

Your Directors wish to place on record its appreciation of the contribution made by all employees in ensuring the highest levels of performance and growth that your Company has achieved during the year.

None of the employees of the Company were drawing a remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month or part thereof. Hence no particulars of employees as per section 217 (2A) of the Companies Act, 1956 are furnished.

ACKNOWLEDGEMENTS

The directors wish to place on record their appreciation of the co-operation and support they have received during the year from the participating Banks namely Corporation Bank, State Government, Local Authorities and Employees.

On behalf of the Board

VINOD V. PAREKH CHAIRMAN

PLACE: MUMBAI DATE : 30.06.2010

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