National Plastic Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 37th Annual Report on business and operations of your company together with the Audited Financial Statements of the Company, for the year ended March 31, 2024.

FINANCIAL RESULTS:

Particulars	2023-2024	2022-2023
Sales & Other Income	98,38,25,999	1,12,00,33,830
Gross Profit before Depreciation & Interest	10,31,20,689	12,00,08,874
Less : Interest	2,03,54,680	3,18,05,254
Depreciation	2,66,37,769	2,58,87,122
Profit for the year	5,61,28,640	6,23,16,498
Less :
Current Tax	1,61,00,000	1,16,61,443
Deferred Tax Liabilities	1,98,50,820	72,41,055
Income tax for Earlier Years	40,17,672	-
Net Profit after Tax	1,61,60,148	4,34,14,000
Add : Balance brought forward from previous year (Adjusted)	16,40,89,667	12,01,45,696
Balance Available for appropriation	18,02,49,815	16,35,59,696
Appropriation
Proposed Dividend	-	-
Dividend Tax	-	-
Grant Adjustments	-	-
Other Comprehensive Income	2,05,936	5,29,971
Transfer to General Reserve	-	-
Balance C/f to Balance Sheet	18,04,55,751	16,40,89,667

COMPANYS OPERATIONAL PERFORMANCE:

The gross turnover of the Company has decreased to Rs. 98.38 Crore from Rs. 112 Crore in last year marking a reduction of approximately 12.16%. This decline in gross turnover is primarily attributable to a more than 50% decrease in our cooler business and a 24% reduction in export sales. Your company has reported a lower profit before tax of Rs. 5.61 crore, down from Rs. 6.23 crore in the previous year. Additionally, the net profit after tax has decreased to Rs. 1.62 crore, compared to Rs. 4.34 crore in the previous year. The overall performance of the Company reflects a mixed scenario. Retail and institutional sales have increased marginally by 17%. The export segment has encountered significant challenges. The primary reason for the decline in exports can be attributed to a substantial increase in freight rates, rising by approximately 316%. Furthermore, disruptions caused by the Israel-Palestinian conflict have compounded these challenges, as shipping companies have refrained from utilizing the Red Sea and Suez Canal routes, resulting in delays in transit., The cooler segment, has also faced significant challenges, resulting in a substantial decline in net revenue.

Specifically, the Nellore factory has experienced a de-growth of over 35%, while the Patna factory has registered a de-growth of 5%. These factors have been the primary contributors to the reduction in the companys overall revenue.

DIVIDEND:

The Company does not propose any dividend for the year 2023-2024.

SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any Subsidiary Company or Joint Venture.

SHARE CAPITAL

There was no change in the Companys share capital during the year under review. The Companys paid up Equity Share Capital to stand at Rs. 912.96 lakhs comprising of 91,29,600 equity shares of Rs.10 each as on March 31, 2024.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to Reserves out of profits of the financial year 2023-24.

EXTRACT OF ANNUAL RETURN

As required pursuant 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 March 31, 2024 is available on the Companys Website: http://nationalplastic.com/MenuDetailsCommon/Details/187

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, four (4) Board meetings were held. Details of which are as follows:

Sr. No.	Date of Board Meeting
1	26th May, 2023
2	11th August, 2023
3	9th November 2023
4	12th February 2024

The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

Separate Meeting of Independent Directors

A meeting of the Independent Directors of the Company was held on May 26, 2023 and the same was attended by Mr. Vipul Desai, Chairman of the Meeting, Mr. Bimal Parekh, Member and Mr. Purnachandra Rao Dendukuri, Member.

Number of Meetings of Committees of the Board of Directors

The Board has established various Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Executive Management Committee

DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Composition:

During the year under review, the Board of Directors of your esteemed Company remained duly constituted in strict compliance with the provisions outlined in the Companies Act, 2013 read with SEBI LODR Regulations. Notably, Mr. Rajeevrajan Kapur and Mrs. Neeta Ketan Parekh tendered their resignations from their roles as Independent Director and Non-Executive Director, respectively, during this period. In response to these changes, the Board of Directors have appointed Mr. Mishaal Ketan Parekh as an Executive Director, and Mrs. Ranganayaki Rangachari as an Independent Director during a convened meeting on the 26th of May 2023. As of the latest, the Board consists of a total of eight Directors, comprising four Executive Directors and four Non-Executive Independent Directors, each contributing to the governance and strategic direction of the Company. b) Retirement by Rotation:

As per the provisions of the Companies Act, 2013, Mr. Ketan Vinod Parekh, Joint Managing Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment to the Board. His profile details are contained in the accompanying Notice of the AGM. c) Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of Company confirming that they meet with the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended time to time. d) Familiarization Program for Independent Directors

The Company has conducted Familiarization Program for Independent Directors on 16th March 2024 with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company (www.nationalplastic.com). e) Board Evaluation

In terms of the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Independent Directors, in their separate meeting held on May 26, 2023 evaluated the performance of the Board, the Chairperson and the Non-Independent Directors. The result of the evaluation is satisfactory and sufficient and meets the requirements of the Company. Further, the Annual Performance Evaluation was also carried out by the Board for the financial year 2023 2024 in respect of its own performance, the evaluation of the working Committees, Directors through peer evaluation excluding director being evaluated. f) Key Managerial Personnel

The Company has appointed five Key Managerial Personnel which includes Mr. Paresh Parekh, Managing Director; Mr. Ketan Parekh, Joint Managing Director; Mr. Harsh Parekh, Whole Time Director; Mr. Umesh Shenoy, Chief Financial Officer and Mr. Amit Jain, Company Secretary, to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on March 31, 2024 and states that: i. in the preparation of the annual accounts for the year ended March 31, 2024, 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 March 31, 2024 and of the profits of the Company for the financial year ended March 31, 2024; 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; 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.

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

a) 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 employers 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. b) 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 thereunder. 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.

PARTICULARS OF 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 - 1 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.

AUDITOR AND AUDITORS REPORT:

a) Statutory Auditor:

At the Companys 35th Annual General Meeting held on Friday August 26, 2022, M/s. R.S. Prabhu & Associates, Chartered Accountants (Firm registration No. 127010W), were reappointed as Companys Statutory Auditors to hold office till the conclusion of the 40th Annual General Meeting,

The Auditors Report to the shareholders for the year under review below mentioned qualification.

Qualification:

As per the information and explanations provided to us, title deeds of immovable properties and lease agreements of leasehold property are generally in the name of the Company except for freehold land held by the Company, located at Kashimira, Mumbai, Maharashtra, title of which is under dispute. (Gross Block & Net Block as at 31/03/2024 Rs.8,86,603).

Management view:

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

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors states that M/s. R.S. Prabhu & Associates, Chartered Accountants, Mumbai (Firm Reg. no. 110639W), Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government or to the Board of Directors or Audit Committee of the Company. b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2023 - 2024. The Report of the Secretarial Audit carried out is annexed herewith as Annexure -2.

The Auditors Report to the shareholders for the year under review below mentioned qualification.

There were no qualification remarks in the secretarial audit report.

The Board at its meeting held on May 21, 2024, has on the recommendation of the Audit Committee re-appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2024 -2025.

c) Cost Auditor

M/s. N. Ritesh & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company under Section 148 of the Companies Act, 2013 to conduct the audit of the cost records of the Company for the financial year 2023 -2024. Necessary resolution for ratification of the remuneration to be paid to the Cost Auditors is incorporated in the Notice of the ensuing Annual General Meeting for approval of members.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given, during the year under review, any loan, and 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 arms length basis and were in the ordinary course of business. There were 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. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All Related Party Transactions as required under Indian Accounting Standards AS-24 are reported in Note 34 Notes to Accounts of the financial statements of the Company.

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

CORPORATE GOVERNENCE:

The compliance with the provisions of Corporate Governance under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been applicable to the Company in the financial year 2023 2024 on the basis of the turnover of the Company. Hence, the Report on Corporate Governance as stipulated under Regulation 33 (1) (e) read with Schedule IV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been applicable to the Company which is integral part of this Report. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENTS 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 under review.

INSURANCE

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the FY ended 31st March, 2024 to which the Financial Statements relates and the date of signing of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

In compliance with clause (xi) of sub-rule 5 of rule 8 of the Companies (Accounts) Rules, 2014, as amended by the MCA on 24th March 2021, the Company confirms that no proceedings were initiated or pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant / material orders passed by the regulators or courts or tribunals during the FY 2023-24, impacting the going concern status and Companys operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR

In compliance with clause (xii) of sub-rule 5 of rule 8 of of Companies (Accounts) Rules, 2014 as amended by MCA dated 24th March 2021, the Company has repaid its loan to Union Bank of India and taken fresh loan of Rupees 20 crores from the Axis Bank Limited, for which the valuation requirement of its assets stand at 6.41 crores of fixed assets and the value of current assets mention in the Statement of Balance Sheet.

No onetime settlement was done with any Bank / Financial Institutions during the financial year under review.

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 2023-2024.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism Policy for Directors and employees to report their genuine concerns about unethical behavior, 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 Companys 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 read with Rule 8(3) of Companies (Accounts) Rules, 2014 form part of this report and are set out in the Annexure - 3 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 has adequate internal financial control procedures commensurate with its size and nature of business. The Company has appointed Internal Auditors comprising professional Chartered Accountants who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. Based on the audit observation and recommendations, follow ups and remedial measures are being taken including review and increase in scope, if necessary.

The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls. As a matter of proactive planning, the Board has also 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 Internal Auditors, Statutory Auditors and the Audit Committee of the Board of Directors.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

STATUTORY DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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 Companys 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. Issue of equity shares with differential rights as to dividend or voting or otherwise.

No significant material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company operations in the future.

CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2024. The certificate is part of this Annual Report.

LISTING FEES

The Company has paid the Annual Listing fees to BSE Ltd. for the Financial Year 2023 2024.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, Your Company has transferred a sum of Rs. 9,69,937/- (Rupees Nine Lacs Ninety-Six Thousand Nine Hundred and Thirty-Seven only) to Investor Education and Protection Fund, in compliance with the provisions of Section 124(5) of the Companies Act, 2013. The said amount represents dividend for the Financial Year 2015-16 which remained unclaimed by the members of the Company for a period exceeding 7 years from its declaration. During the year, 40,490 equity shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years for the final dividend declared in financial year 2015 - 2016, were transferred to the Investor Education and Protection Fund pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules there under.

Further, attention is drawn to the members that unclaimed/unpaid Dividend for the Financial Year 2016-17 to 2018-19 is due to transfer to IEPF Fund. In view if this, the Members of the Company, who have not encashed their Dividend warrants) or those who have not claimed their dividend amount, may write to Company/ Companys Registrar and share transfer agent M/s. Link Intime India Pvt. Ltd.

GREEN INITIATIVE

Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report/documents in electronic form. The E-Communication Registration Form has been annexed at the end of the annual report.

AWARDS AND CERTIFICATION

During the year your Company has not received any Awards.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep and sincere gratitude to the customers and investors for their confidence and patronage, as well as to the vendors, bankers, financial institutions, and business associates, regulatory and governmental authorities for their co-operation, support and guidance. Your Directors would like to express a deep sense of appreciation for the support extended by the Companys unions and commitment shown by the employees in its continued robust performance on all fronts.