Time Technoplast Ltd
Directors Reports
To the Members,
Your Directors are pleased to present the 33rd Annual Report
of Time Technoplast Limited ("the Company") along with the Audited Financial
Statements for the Financial Year ended March 31, 2023.
FINANCIAL RESULTS:
( ? in Mn.)
| Particulars |
Standalone |
Consolidated |
|
2023 |
2022 |
2023 |
2022 |
| i. Revenue from Operations |
22,425.04 |
20,314.89 |
42,894.43 |
36,498.40 |
| ii. Profit before Interest, Depreciation & Tax |
3,113.40 |
2,830.21 |
5,808.74 |
5,087.60 |
| iii. Interest & Finance Cost |
560.52 |
526.46 |
1,051.83 |
919.96 |
| iv. Depreciation |
1,058.29 |
969.48 |
1,709.13 |
1,574.00 |
| v. Profit before Tax |
1,494.59 |
1,334.27 |
3,047.78 |
2,593.65 |
| vi. Tax Expenses |
382.40 |
342.32 |
810.11 |
671.61 |
| vii. Profit for the Year |
1,112.19 |
991.95 |
2,237.67 |
1,922.04 |
STATE OF COMPANY'S AFFAIRS:
Consolidated
Net Revenue from operations for the consolidated entity stood at ?
42,894.43 Mn., as against ? 36,498.40 Mn. in the previous year, (growth of 17.52 %).
However, the Net Profit stood at ? 2,237.67 Mn. as compared to the previous year ?
1,922.04 Mn.
Standalone
Net Revenue from operations for the standalone entity stood at ?
22,425.04 Mn., as against ? 20,314.89 Mn. in the previous year, (growth of 10.39%).
However, the Net Profit stood at ? 1,112.19 Mn. as compared to the previous year ?
991.95 Mn.
Detailed information on the operations of the different business
segments of the Company are covered in the Management Discussion and Analysis Report,
which forms part of the Annual Report.
DIVIDEND
The Board of Directors has recommended a Dividend of ? 1.25 (125%) per
share (previous year ? 1 per share) on Face Value of ? 1 each for the Financial Year
ended March 31, 2023. The Final Dividend entails cash outflow of ? 282.68 Mn (previous
year ? 226.15 Mn). Dividend is subject to approval of members at the ensuing annual
general meeting and shall be subject to deduction of income tax at source.
Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations"), the Board of
Directors formulated and adopted the Dividend Distribution Policy. The Policy is available
on the website of the Company and can be accessed at
www.timetechnoplast.com/pdf/shareholder-centre/policies/TTL-Dividend-Distribution
Policy.pdf
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the reserves
for the year under review.
SHARE CAPITAL
The Paid up Equity Share Capital of the Company as on March 31, 2023
was ? 226,146,750 comprising of 226,146,750 equity shares of face value of ? 1 each.
During the year under review, your Company has neither issued any shares with differential
voting rights nor has granted any stock options.
The equity shares of the Company continue to remain listed on BSE
Limited and National Stock Exchange of India Limited (collectively "Stock
Exchanges"). The listing fees for financial year 2023-24 have been paid to the Stock
Exchanges.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on 31st March, 2023, the Company has below mentioned
subsidiaries and associate Companies:
| Sr No. Name of the Company |
Country |
Relation |
% of shares held |
| 1 TPL Plastech Limited |
India |
Subsidiary |
74.86 |
| 2 NED Energy Limited |
India |
Subsidiary |
97.04 |
| 3 Elan Incorporated FZE |
Sharjah (UAE) |
Subsidiary |
100.00 |
| 4 Kompozit Praha S R O |
Czech Republic |
Subsidiary |
96.20 |
| 5 Ikon Investment Holdings Limited |
Mauritius |
Subsidiary |
100.00 |
| 6 GNXT Investment Holdings Pte. Ltd. |
Singapore |
Subsidiary |
100.00 |
| 7 Schoeller Allibert Time Materials Handling Solutions
Limited |
India |
Subsidiary |
100.00 |
| 8 Schoeller Allibert Time Holding Pte. Ltd. |
Singapore |
Subsidiary |
50.10 |
| 9 Time Mauser Industries Private Limited |
India |
Joint Venture |
49.00 |
The Company's policy for determining material subsidiaries, as
amended from time to time, approved by the Board, is uploaded on the Company's
website at
https://www.timetechnoplast.com/pdf/shareholder-centre/policies/policy-for-determining-material-subsidiaries.pdf
FINANCIAL PERFORMANCE
A separate statement containing the salient features of financial
statements of subsidiaries, associates, joint venture companies of the Company in the
prescribed Form AOC-1 forms a part of Consolidated Financial Statements ("CFS")
in compliance with Section 129(3) and other applicable provisions, if any, of the Act read
with Rules.
COSOLIDATED FINANCIAL STATEMENTS
The Directors also present the audited consolidated financial
statements incorporating the duly audited financial statements of the subsidiary,
associate and joint venture prepared in compliance with the Act, applicable Accounting
Standards and the SEBI Listing Regulations and they form part of this Report.
Pursuant to Section 136 of the Companies Act, 2013 the Audited
Financial Statements, including the consolidated financial statements & related
information of the Company & Audited Accounts of its Subsidiaries Companies are
available on the website www.timetechnoplast.com. These documents will also be available
for inspection during business hours at the Corporate Office of the Company on all the
working days upto the date of the Annual General Meeting (AGM). Any member desirous of
obtaining a copy of the said financial statement may write to the Company Secretary at the
Corporate Office of the company.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and SEBI Listing Regulations,
the Company has formulated a Policy on Materiality of Related Party Transactions which is
also available on the Company's website at www.timetechnoplast.com. The Policy
intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and its Related Parties.
All related party transactions are placed before the Audit Committee
for review and approval. Pursuant to the provisions of the Act and SEBI Listing
Regulations with respect to omnibus approval, prior omnibus approval is obtained for
related party transactions on a yearly basis for transactions which are of repetitive
nature and entered in the ordinary course of business and are at arm's length.
Transactions entered into pursuant to omnibus approval are verified and a statement giving
details of all related party transactions are placed before the Audit Committee and the
Board for review and approval on a quarterly basis.
All transactions entered with related parties for the year under review
were in ordinary course of business and at arm's length basis. No Material related
party transactions, i.e. transactions exceeding ? 1,000 crores or 10% of the annual
consolidated turnover as per the last audited financial statement, were entered during the
year by the Company. Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. Further, there are no
material related party transactions during the year under review with the Promoters,
Directors or Key Managerial Personnel, which may have a potential conflict with the
interest of the Company at large.
All related party transactions are mentioned in the notes to the
accounts. The Directors draw attention of the members to Note No. 35 to the standalone
financial statements which set out related party disclosure.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) DIRECTORS
The Board of Directors on the recommendation of Nomination and
Remuneration Committee approved the appointment of Mr. Sanjeev Sharma as the Whole Time
Director of the Company at its meeting held on November 12, 2022, for a period of 3
(three) years from November 12, 2022 upto November 11, 2025, members have ratified his
appointment as Whole Time Director through Postal Ballot on February 04, 2023.
In accordance with the provisions of Section 152 of the Act and the
Company's Articles of Association, Mr. Raghupathy Thyagarajan (DIN: 00183305) is
liable to retire by rotation at the forthcoming AGM and being eligible offers himself for
re-appointment.
The Board recommends re-appointment of Mr. Raghupathy Thyagarajan for
the consideration of the Members of the Company at the forthcoming AGM. The relevant
details including profile of Mr. Raghupathy Thyagarajan is included separately in the
Notice of AGM.
As on the date of this Report, the Company's Board comprises of
nine (9) Directors, out of which, four (4) are Non-Executive Independent Directors
including one (1) Woman Director. The composition of the Board is in conformity with
Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.
B) INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations under
Section 149(7) of the Act that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the
SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence. The Independent Directors hold office for a fixed term of
five years and are not liable to retire by rotation. In the opinion of the Board, the
Independent Directors, fulfill the conditions of independence specified in Section 149(6)
of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing
Regulations.
The terms and conditions of appointment of the Independent Directors
are placed on the website of the Company at www.timetechnoplast.com.
In compliance with the requirement of SEBI Listing Regulations, the
Company has put in place a familiarisation programme for the independent directors to
familiarise them with their role, rights and responsibility as directors, the working of
the Company, nature of the industry in which the Company operates, business model, etc.
The details of familiarisation programme are explained in the Corporate Governance Report
and the same are also available on the website of the Company at www.timetechnoplast.com.
C) KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Sections 2(51) and 203 of the Act, read
with the Rules framed thereunder, the following are the Key Managerial Personnel of the
Company:
- Mr. Bharat Kumar Vageria, Managing Director & CFO
- Mr. Naveen Kumar Jain, Whole Time Director
- Mr. Raghupathy Thyagarajan, Whole Time Director
- Mr. Sanjeev Sharma, Whole Time Director
- Mr. Manoj Kumar Mewara, Sr. VP Finance & Company Secretary
D) COMMITTEES OF THE BOARD
The Company has Seven Board Committees as on March 31, 2023:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
4) Risk Management Committee
5) Corporate Social Responsibility Committee
6) Committee of Directors
7) Compensation Committee
During the year, all recommendations made by the committees were
approved by the Board.
Details of all the committees along with their main terms, composition
and meetings held during the year under review are provided in the Report on Corporate
Governance, a part of this Annual Report.
E) NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior
Management and other employees of the Company ("Policy"). The Policy broadly
lays down the guiding principles, philosophy and the basis for payment of remuneration to
Executive and Non-executive Directors (by way of sitting fees and commission), Key
Managerial Personnel, Senior Management and other employees. The Policy also provides the
criteria for determining qualifications, positive attributes and independence of Director
and criteria for appointment of Key Managerial Personnel/Senior Management and performance
evaluation which are considered by the Nomination and Remuneration Committee and the Board
of Directors whilst taking a decision on the potential candidates.
The salient features of the Nomination and Remuneration Policy of the
Company are outlined in the Corporate Governance Report which forms part of this Annual
Report. The Policy is also available on the website of the Company at
www.timetechnoplast.com
F) PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Board has carried out the annual performance evaluation of the Directors individually
as well as evaluation of the working of the Board and of the Committees of the Board, by
way of individual and collective feedback from Directors. The manner in which the
evaluation was conducted by the Company and evaluation criteria has been explained in the
Corporate Governance Report which forms part of this Annual Report.
The Board of Directors has expressed its satisfaction with the
evaluation process.
G) NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met five (5) times during the
previous financial year on 28th May, 2022, 13th August, 2022, 12th
November, 2022, 03rd January, 2023 and 14th February 2023. The
particulars of attendance of the Directors at the said meetings are detailed in the
Corporate Governance Report of the Company, which forms a part of this Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
H) REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
The remuneration paid to the Directors, Key Managerial Personnel and
Senior Management is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Further details on the same are given in the Corporate Governance
Report which forms part of this Annual Report.
AUDITORS
A) STATUTORY AUDITORS
Members of the Company at the AGM held on 28th September,
2022, approved the appointment of M/s. Shah & Taparia, Chartered Accountants, Mumbai
(Firm Registration No. 109463W) and M/s. Shah Khandelwal Jain & Associates, Chartered
Accountants, Pune (Firm Registration No. 142740W), as the Joint Statutory Auditors of the
Company for a second term of two years to hold office from the conclusion of the 32nd
Annual General Meeting till the conclusion of 34th Annual General Meeting.
Further the remuneration to be paid to Joint Statutory Auditors shall
be mutually agreed between the Board of Directors and the Statutory Auditors, from time to
time.
AUDITORS' REPORT
The notes on the Audited Financial Statements referred to in the
Auditor's Report are self explanatory and hence do not call for any further comments.
The Auditor's Report does not contain any qualifications,
reservations, adverse remarks or disclaimer.
B) COST AUDITOR
Pursuant to the provisions of Section 148 of the Act read with the
Rules framed thereunder, the cost audit records maintained by the Company in respect of
its manufacturing activities are required to be audited. Darshan Vora & Co., Cost
Accountants carried out the cost audit for applicable businesses during the year.
Based on the recommendation of the Audit Committee, the Board of
Directors have appointed Darshan Vora & Co., Cost Accountants as Cost Auditors for the
financial year 2023-24. The Company has received a certificate from Darshan Vora &
Co., confirming that they are not disqualified from being appointed as the Cost Auditors
of the Company.
The remuneration payable to the Cost Auditors is required to be placed
before the members in the general meeting for their ratification. Accordingly, a
resolution seeking members' ratification for the remuneration payable to Darshan Vora
& Co., Cost Accountants, is included at Item No. 4 of the Notice of the ensuing AGM.
As per Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such
accounts and records are maintained.
C) SECRETARIAL AUDITOR
The Board had appointed Arun Dash & Associates, Practicing Company
Secretaries (Membership No. F9765 & C P No. 9309) as Secretarial Auditor to conduct
the Secretarial Audit of the Company for the financial year ended March 31, 2023, as per
the provisions of Section 204 of the Act read with Rules framed thereunder. The
Secretarial Audit Report in Form MR-3 is given as Annexure – B and forms part of this
Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.
Pursuant to the provisions of Regulation 24A of the SEBI Listing
Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an
audit for the financial year 2022-23 for all applicable compliances as per SEBI
Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance
Report duly signed by Arun Dash & Associates, Practicing Company Secretaries
(Membership No. F9765 & C P No. 9309) has been submitted to the Stock Exchanges within
60 days of the end of the Financial Year.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023 in
Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies
(Management and Administration) Rules, 2014, is available on the website of the Company at
www.timetechnoplast.com
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as
Annexure – D.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure
– A.
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this
report. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are
being sent to the Members and others entitled thereto, excluding the aforesaid information
which is available for inspection by the Members at the Corporate Office of the Company
during business hours on working days of the Company and any member interested in
obtaining such information may write to the Company Secretary and the same will be
furnished on request.
PARTICULARS OF EMPLOYEES STOCK OPTION SCHEME (ESOP)
The Stock Options have been granted to the employees under ESOP-2017.
The said scheme is in compliance with the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014 as amended from time to time (SEBI
Regulations). The details and disclosures with respect to ESOP as required under SEBI
Regulations are provided on the website of the Company at www.timetechnoplast.com.
LOANS, GUARANTEES & INVESTMENTS
Pursuant to the provisions of Section 186 of the Act and the rules
framed thereunder, the particulars of the loans given, investments made or guarantees
given or security provided are given in the Notes to the standalone financial statements.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in
respect of details relating to deposits.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
a) in the preparation of the Annual Accounts for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profits of the Company for that period;
c) 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 frauds and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
AUDIT COMMITTEE
The Audit Committee comprises of three Directors viz. Mr. M. K. Wadhwa
as the Chairman of the Committee, Mr. Sanjaya Kulkarni and Mr. Bharat Kumar Vageria, as
the members of the Committee.
During the year under review all the recommendations of the Audit
Committee were accepted by the Board. Details of the role and responsibilities of the
Audit Committee, the particulars of meetings held and attendance of the Members at such
Meetings are given in the Report on Corporate Governance, which forms part of the Annual
Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In line with Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has
constituted a CSR Committee and adopted a CSR Policy based on the recommendation of the
CSR Committee. The CSR Policy of the Company is available on the Company website at
www.timetechnoplast.com
The composition of the CSR Committee is disclosed in the Corporate
Governance Report which forms part of this Annual Report. The report on CSR activities
undertaken during the year by the Company in accordance to the Companies (Corporate Social
Responsibility) Rules, 2014 is annexed to this Report at Annexure – C.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is presented in a separate Section forming part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Regulation 34(2) of the SEBI Listing Regulations, inter-alia, provides
that the Annual Report of the top 1000 listed entities based on market capitalisation
(calculated as on March 31 of every financial year), shall include a Business
Responsibility and Sustainability Report ("BRSR").
The Company, being one of such top 1000 listed entities, has included
BRSR for financial year 2022-23, as part of this Annual Report, describing initiatives
taken from an environmental, social and governance perspective.
CORPORATE GOVERNANCE
Maintaining high standards of Corporate Governance has been fundamental
to the business of the Company since its inception.
As per Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations, a separate section on corporate governance practices followed by the Company,
together with the declarations/certifications forms an integral part of this Corporate
Governance Reporting.
VIGIL MECHANISM/WHISTLE BLOWER'S POLICY
The Company believes in conducting its affairs in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behavior. In order to achieve the same, the Company has formulated a
Whistle Blowers' Policy to provide a secure environment and to encourage all
employees and Directors of the Company to report their concerns about unethical behaviour,
actual or suspected fraud or violation of the Company's Code of Conduct. The Policy
provides for adequate safeguards against victimization of employees, who avail of the
mechanism and provides to employees' direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company have been denied access to the
Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company
at www.timetechnoplast.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment
Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at
Workplace for prevention, prohibition and redressal of sexual harassment at workplace and
an Internal Complaints Committees has also been set up to redress any such complaints
received.
The Company is committed to providing a safe and conducive work
environment to all of its employees. The Company periodically conducts sessions for women
employees across the organization to build awareness about the Policy and the provisions
of Prevention of Sexual Harassment Act.
Detailed disclosure required as per Section 21 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is as follows:
| Number of complaints of Sexual harassment received in the
year |
Nil |
| Number of complaints disposed off during the year |
Nil |
| Number of cases pending for more than ninety days |
Nil |
| Number of workshops or awareness programme against sexual
harassment carried out |
3 |
| Nature of action taken by the employer or district officer |
NA |
RISK MANAGEMENT POLICY
The Company recognizes that the emerging and identified risks need to
be managed and mitigated to –
* Protect its shareholders and other Stakeholders' interest
* Achieve its business objectives
* Enable sustainable growth
Pursuant to the requirement of Regulation 21 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Companies Act, 2013, the Company has a Risk Management Framework in place. The
committee ensures that:
* Identified risks are taken prudently so as to plan for the best and
be prepared for the worst
* Execution of decided strategies and plan with focus on action
* Unidentified risks like performance, incident, process and
transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like
through sub-contracting). The probability or impact thereof is reduced through tactical
and executive management, policies, processes, inbuilt systems controls, MIS, internal
audit reviews etc.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
a) Transfer of unclaimed dividend to IEPF
As required under Section 124 of the Act, the Unclaimed Dividend amount
aggregating to ? 62,280/- lying with the Company for a period of seven years were
transferred during the year 2022-23, to the Investor Education and Protection Fund (IEPF)
established by the Central Government.
b) Transfer of shares to IEPF
As required under Section 124 of the Act, 730 equity shares, in respect
of which dividend has not been claimed by the members for seven consecutive years or more,
have been transferred by the Company to the Investor Education and Protection Fund
Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF
have been uploaded on the website of IEPF as well as the Company.
MATERIAL CHANGES AND COMMITMENT – IF ANY, AFFECTING FINANCIAL
POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT
There has been no material change and commitment, affecting the
financial performance of the Company which occurred between the end of the Financial Year
of the Company to which the financial statements relate and the date of this Report.
REPORTING OF FRAUDS
There was no instance of fraud reported during the year under review,
which required the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the
same to the Audit Committee of the Company under Section 143(12) of Act and Rules framed
thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
INTERNAL FINANCIAL CONTROLS
The Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. These are routinely
tested and certified by Statutory as well as Internal Auditors and cover all offices,
factories and key business areas. Significant audit observations and follow up actions
thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and
effectiveness of the Company's internal control environment and monitors the
implementation of audit recommendations, including those relating to strengthening of the
Company's risk management policies and systems.
Based on the report of the Statutory Auditors, the internal financial
controls with reference to the financial statements were adequate and operating
effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS
During the year under review, there have not been any significant or
material orders passed by the Regulators/Courts/ Tribunals which will impact the going
concern status and operations of the Company in future.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of its business. The Company considers people as its
biggest assets and hence has put in concerted efforts in talent management and succession
planning practices, strong performance management and learning, coupled with training
initiatives to ensure that it consistently develops inspiring, strong and credible
leadership. Apart from continued investment in skill and leadership development of its
people, the Company has also focused on employee engagement initiatives and drives aimed
at increasing the culture of innovation and collaboration across all strata of the
workforce. These are discussed in detail in the Management Discussion and Analysis Report
forming part of the Annual Report.
The relations with the employees of the Company have continued to
remain cordial.
ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
OTHER DISCLOSURES
a. There was no revision of financial statements and Boards' Report of
the Company during the year under review;
b. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable;
c. The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
d. Neither the Managing Director nor the Whole Time Directors of the
Company receive any remuneration or commission from any of the subsidiary companies.
Further the Company doesn't have any Holding Company;
CAUTIONARY STATEMENT
Statements in this Boards' Report and Management Discussion and
Analysis Report describing the Company's objectives, projections, estimates,
expectations or predictions may be "forward-looking statements" within the
meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied.
ACKNOWLEDGEMENTS
The Directors express their deep sense of gratitude to all employees of
the various divisions for their commitment and dedicated efforts. The Directors also
record their appreciation for the support and co-operation received from Banks, Financial
Institutions, Government Departments and all other stakeholders. Last but not the least,
the Directors wish to thank all shareholders for their continued support.
|
FOR AND ON BEHALF OF THE BOARD |
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FOR TIME TECHNOPLAST LIMITED |
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BHARAT KUMAR VAGERIA |
RAGHUPATHY THYAGARAJAN |
| Date: May 29, 2023 |
MANAGING DIRECTOR |
WHOLE TIME DIRECTOR |
| Place: Mumbai |
DIN: 00183629 |
DIN: 00183305 |
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