National Plastic Technologies Ltd

Performance Overview

During the year, your Company registered Total Income of Rs. 26930.70 lakhs as against Rs. 21010.71 Lakhs during the previous year, thus registering a growth of over 28%. The EBITDA for the year stands at Rs. 2299.55 Lakhs as compared to Rs. 1775.50 Lakhs during the previous year, thus registering a growth of 29.5%. The profit before tax during the year is Rs. 1169.93 Lakhs as compared to Rs. 863.78 lakhs, up by 35%. The consumer durable products (i.e. plastic parts supplied to consumer durable industry) registered a turnover of around Rs.82 Crs in FY 24 compared to around Rs.77 Crs in FY 23, registering a growth of around 6%. The auto component and other products registered a turnover of around Rs.188 Crs in FY 24 as against Rs134 Crs in Fy 23 thus growing at around 40%.

Material Changes affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the end of the financial year till the date of this report.

Transfer to Reserves

During the year under review, your Company has not transferred any amount to general reserves from the current year's profit. Amount is retained to meet the operations and growth prospects of the Company.

Dividend

The Board of Directors have, at their meeting held on 15.05.2024, recommended a dividend of Rs. 1.00 (10% on face value of Rs. 10 each) per share for the financial year ended 31.03.2024. The divided, if approved, by the shareholders in the AGM, will be paid to the shareholders whose name appears in the Register of Members as on the record date, within 30 days from the date of the AGM.

The Board is not considering any transfer of amount to General Reserve for the year under review as it is not mandatory.

Share Capital

The paid up Equity Share Capital as on 31.03.2024 was Rs. 6,07,83,300. During the year under review, the Company has not issued any shares or convertible instruments.

Deposits

The Company has neither received deposits in the previous year nor invited / accepted any deposits from the public during the year under review.

Directors and Key Managerial Personnel (KMP)

The Board of Directors consists of six Directors. During the financial year 2023-24, the Board met 5 times on 12.04.2023, 11.05.2023, 26.07.2023, 31.10.2023 and 30.01.2024.

Mr. Arihant Parakh, Managing Director (DIN : 07933966) (Key Managerial Personnel)

Mr. Arihant Parakh is the Managing Director of the Company. He was reappointed by the shareholders at the Annual General Meeting held on 13.09.2023 for a period of 3 years w.e.f. 25.09.2023. His term expires on 24.09.2026. The remuneration payable to Mr. Arihant Parakh is fixed in nature and there is no stock option, pension etc. Mr. Arihant Parakh oversees the entire financial and operational functions of the Company.

Mr. Sudershan Parakh, Director(DIN : 01161124) :

Mr. Sudershan Parakh was redesignated as a Non-executive Director of the Company w.e.f 04.08.2021. He alongwith Mrs. Manju Parakh are Directors who are liable to retire by rotation at the Annual General Meeting. He is liable to retire by rotation at the ensuing Annual General meeting and he, being eligible, offers himself for reappointment at ensuing Annual General Meeting. There is no remuneration payable to Mr. Sudershan Parakh and he is not entitled to stock options, commission, pension etc. The requisite details in this connection are contained in the Notice convening the Meeting.

Mr. Venkatesan N, Executive Director(DIN : 09760588) :

Mr. N Venkatesan, was appointed as Executive Director of the Company by the shareholders at the General Meeting held on 26.05.2023 through postal ballot for a period of 3 years w.e.f. 12.04.2023. His term expires on 11.04.2026. The remuneration payable to Mr. Venkatesan N is fixed in nature and there is no stock option, pension etc. Mr. N Venkatesan is looking after the operations of all the Company's Plants.

Mr. Sudhir K Patel, Independent Director(DIN : 00943032) :

Mr. Sudhir K Patel was appointed as an Independent Director of the Company for a period of 5 years w.e.f. 24.09.2019 at the Annual General Meeting held on 11.09.2019. He is the Chairman of the Board. He receives only sitting fees and does not hold any shares in the Company. His terms expires on 23.09.2024.

Mr. Ajit Kumar Chordia, Independent Director (DIN : 00049366):

Mr. Ajit Kumar Chordia was appointed as an Independent Director of the Company for a period of 5 years w.e.f. 24.09.2019 at the Annual General Meeting held on 11.09.2019. He is the Chairman of the Nomination & Remuneration Committee. He receives only sitting fees and does not hold any shares in the Company. His terms expires on 23.09.2024.

Mrs. Manju Parakh, Non-Executive Director(DIN : 01417349) :

Mrs. Manju Parakh is a Non-executive Director who alongwith Mr. Sudershan Parakh are Directors who are liable to retire by rotation at the Annual General Meeting. She does not receive any remuneration. She is the woman Director in the Company.

Apppointment of Additional Directors:

The Board of Directors have at their meeting held on 30.07.2024 appointed Mr. Hemant Chordia (DIN:00247225) and Mrs. Deepa Venkat Ramani (DIN:07143610) as Additional Directors designated as Non-Executive Independent Directors w.e.f 10.08.2024 for a period of 5 consecutive years subject to the approval of shareholders at the ensuing Annual General Meeting.

Key Managerial Personnel (Senior Management):

Mr. Manikandan R was appointed as Chief Financial Officer of the Company w.e.f. 20.04.2019 and is in charge of the financial operations of the Company.

Mr. Abishek S was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 24.09.2018.

Statement on Declaration given by the Independent Director

As required under Section 149(7) of the Companies Act 2013, all the Independent Directors have given their respective declarations that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

Board Committees

In compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted various Committees of the Board. The details on composition of the Committees, attendance of the Directors at the Committee Meetings and terms of reference of the Committees form part of this Annual Report.

Related Party Transactions

As per the requirements of the Companies Act 2013, all the Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval / ratification of the Committee have been obtained for transactions which are of foreseen and repetitive in nature. The details of transactions proposed to be entered into with Related Parties on an annual basis are placed before the Committee. Besides, the Related Party Transactions entered during the year are also reviewed by the Board on an quarterly/annual basis.

Contracts and Arrangements with Related Parties

All transactions entered by the Company during the financial year with Related Parties were in the ordinary course of business and on arm's length basis. The particulars of transactions entered with Related Parties, as referred to in Section 188(1) of the Companies Act, 2013, are provided in AOC-2 which is given as Annexure to this report. Also, Note No.33 of Notes to Accounts contains the disclosures in compliance with the Accounting Standard on Related Party Disclosures.

Particulars of Subsidiary, Associate or Joint Venture Company

The Company does not have any Subsidiary or Associate or Joint Venture Company and hence disclosure about Subsidiary, Associate and Joint Venture Company does not arise.

Internal controls system and their adequacy

The Company has designed and implemented a process driven framework for internal financial controls within the meaning of explanation to Section 134(5)(e) of the Companies Act, 2013 and the necessary control systems considering the business requirements, scale of operations and applicable status of the Company are in place in the organisation. The system includes the policies and procedures, delegation of authority, internal check, segregation of duties, internal audit and review framework, safeguarding of its assets, the prevention and detection of frauds and errors, ensuring of accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The company has fully followed the prescribed Accounting Standards.

Details of recommendations of Audit Committee which were not accepted by the Board along with reasons, if any :

The Audit Committee generally makes recommendations to the Board of Directors of the Company at its meetings held to consider any financial results (unaudited and audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Board of Directors have considered and accepted all the recommendations made by the Audit Committee.

Auditors

Statutory Auditors

The Members of the Company at the 32nd Annual General Meeting ('AGM') approved the appointment of Messrs. CA Patel & Associates, Chartered Accountants (FRN : 014055S), as the Auditors of the Company for a period of five years from the conclusion of the said AGM till the AGM to be held in the year 2026. CA Patel & Associates have given their consent to act as the Auditors of the Company and have confirmed that the said appointment is in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

The Auditors Report for the year ended 31.03.2024 does not contain any qualification, observation or adverse remark. No instance of Fraud has been reported by the auditors under Section 143(12). The report given by the Auditors on the financial statements of the Company is provided in the financial section of the Annual Report. The Statutory Auditors of the Company are also the Statutory auditors of the Group Firm Viz. National Autoplast. The Statutory Auditors does not hold any shares in the Company. The remuneration paid to the Statutory Auditors for all services is mentioned in the Notes to Accounts of the Annual Report.

Cost Auditors

Since the business activities do not fall under the scope of cost audit, the Company has not appointed Cost Auditor to audit the records of the Company.

Secretarial Auditors

Pursuant to provisions under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. P Muthukumaran & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended 31.03.2024. The Secretarial Audit Report is attached. There are no qualifications, reservations or disclaimers given by the Secretarial Auditor for the year ended 31.03.2024.

Particulars of remuneration of Directors and Employees u/s 197(12) of the Companies Act, 2013

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided as Annexure to this report. There was no employee who received remuneration in excess of prescribed threshold limit u/r 5(2) of Companies (appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended, during the year under review.

Particulars of Loans or Guarantees and Investments U/S 186(4) of the Companies Act, 2013

The Company has not given Loans, Guarantees u/s 186 of Companies Act, 2013. The Company has not made any investments during the financial year. Please refer Notes on Accounts for Investments as on 31.03.2024.

Conservation of energy, technology transfer and foreign exchange earnings and outgo

(i) Conservation of energy

The Company understands the significance of conservation of energy which is also seen as a method for cost reduction. The Company has taken following steps for conserving the energy: Change of circuitry in the machines developed in house to reduce power consumption.

(ii) Research and Development and Technology absorption

During the year under review, the Company continued to improve the quality of products through its normal development systems. The Company has not acquired any imported or indigenous technology.

Corporate Governance Report

The report on Corporate Governance for the year ended 31.03.2024 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed hereto and forms an integral part of this Report. The certificate from the Auditors/PCS regarding the compliance of conditions of Corporate Governance is attached to the report on Corporate Governance as an Annexure. The Company has complied with all the mandatory requirements specified in regulation 17 to 27 and clause b) to (i) of sub-regulation (2) of regulation 46. The discretionary requirements as specified in Part E of Schedule II have not been adopted.

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Extract of Annual Return

As required by Section 134(3)(a) of the Companies Act, 2013 read with Companies (Account) Rules, 2014, the Annual Return in Form MGT-9 for the financial year ended March 31, 2024 is available on the Company's websitehttps://nationalgroup.in/investors-relations/annual-return.

Significant and material orders passed by the Regulators

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company's operations in future.

Risk Management Policy

The Company has developed and implemented Risk Management Policy. The Policy framework enables the Company to identify and evaluate risks, appropriately rate these risks and grade the same in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs. Risk is analysed by combining estimates of probability and impact in the context of existing control measures. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Company's competitive advantage. The risk framework defines the risk management approach across the Company at various levels including documentation and reporting.

The various key risks to business objectives as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflow.

Time Risk: To compensate for non-receipt of expected inflow of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company's financial condition. The short term/immediate impact of changes in interest rates are on the Company's Finance Cost. On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving risk to the net worth of the Company arising out of all repricing mismatches and other interest rate sensitive positions.

Board Evaluation

The Directors appointed on the Board are from diverse fields with considerable experience in their fields for decades. Non-Executive Director(s) add substantial value through the deliberations at the Meetings of the Board and Committees thereof. To safeguard the interests of the investors, they play a crucial role in important Committees of the Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee etc. Besides contributing at the Meetings of the Board and Committees, the Non-Executive Directors also have offline deliberations with the Management of the Company and add value through such deliberations. The Non-Executive Directors are only paid Sitting Fees for attending Meetings of the Board. They are not paid any remuneration apart from Sitting Fees.

In a separate Meeting of Independent Directors held on 30.01.2024, performance of the Board, Directors and Committees were evaluated, taking into the account the views of Executive and Non-Executive Directors. All Independent Directors were present at the Meeting.

Director's Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm:

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

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Adequate measures have been taken to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Also, no compliant was disposed off during the year and there is no compliant pending as on 31.03.2024.

Corporate Social Responsibility (CSR)

The mandatory provisions of CSR became applicable to the Company w.e.f 01.04.2024. The Company has constituted CSR committee headed by Mr. Arihant Parakh, Managing Director with Mr. Sudhir K Patel and Mr. Sudershan Parakh as members. The Board has also adopted CSR policy for the Company. Copy of the CSR policy is available on the website of the Company viz. https://nationalgroup.in/investors-relations. The annual report on CSR is enclosed.

Acknowledgement