DIRECTOR'S REPORT Dear Shareholders, The Directors of your Company have pleasure in submitting their Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. 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 the 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 stale 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 care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; They have prepared the annual accounts on a going concern basis: They have laid down internal financial controls for the Company and such Internal financial controls are adequate and operating effectively; and They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Gopal D. Khichadia- Director will retire at the ensuing Annual General Meeting and, being eligible, offer himself for reelection. The Board of Directors appointed Mrs. Anjana Pagadhar as an Additional Director with effect from 30m may, 2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible. Mrs. Anjana 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 be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of 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 thai they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act. 2013. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for 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, the 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 the financial statements. RELATED PARTY TRANSACTIONS 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 92(3) of the Act. the extract of annual return is given in Annexure III in the 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 o! the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. AUDITORS On the recommendation of Audit committee pursuant to the provisions of Section 139 & 142 and other applicable provisions, if any. of the Companies Act, 2013 and rules made there under M/s. P. Ghanshyam & Co., (Firm Registration No 103153W). Chartered Accountants, were appointed as the Statutory Auditors of the Company in last AGM to hold office till conclusion this Annual General Meeting have offer themselves for re appointment on a remuneration to be decided by the Board of Directors of company. AUDITORS'REPORT In the opinion of the directors, the notes lo the accounts in auditors report are self-explanatory and adequately explained the matters, which are dealt with by the auditors. POLUTION AND ENERGY CONSERVA TION AND FOREIGN EXCHANGE Companys texturing 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. However company production facilities do not offer much scope for energy conservation. The Company has installed the Wind Turbine and during the year total 9.66 lacs units were generated. Company has obtained credit of these unites against its electricity consumption at its factory. CORPORATE GOVERNANCE 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{1)(b) and all other provisions if any. of the Companies Act 2013(induding any modification or re-enactment thereof for the time being in force) and the rules made there under, and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the Listing Agreement with the Stock Exchanges(s). the provisions contained the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 (hereinafter referred to as "SEBI Regulations) (and any other prescribed rules, regulations/guidelines of Securities and Exchange Board of India "SEBCJor any other relevant authority, from time to time to the extent applicable and subject to such other approvals, permissions and sanctions as may be 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 include any Commilteefs) 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 2014(CPL ESOP 2014" or "Plan") to create, grant, offer, issue and allot at 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 the Company. Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) whether whole time or otherwise, hereinafter collectively referred to as "Eligible Employee(s) not more than 4,45,000(Four Lac Forty Five Thousand) employee stock options(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 the Board in accordance with the provisions of law or regulations issued by the relevant authority and each option shall be exercisable for one Equity Share of face value of Rs 10/- each fully paid up. BONUS In accordance with the 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.10/- each as Bonus Shares to the existing shareholders of the Company in the proportion one {1) new fully Paid-up Equity Share of Rs. 10/- each for every Five (5) Equity Share of Rs. 10/- each held on the record date 26/07/2014 . Allotment of bonus shares were done on 28/07/2014. APPRECIATIONS 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 growth of the Company. Last but not the least, the Board of Directors wish to thank the Investor/ Shareholders for their support, co-operation and faith in the Company. For and on behalf of the Board By order of the Board Sd/- Ramesh D. Khichadia Managing Director Sd/- Ashok K. Patel Whole time Director Date :30.05.2015 Place : Rajkot Registered Office: UL25, Royal Complex. Bhutkhana Chowk, Dhebar Road, Rajkot. |