As on: May 04, 2024 07:38 AM
To,
The Members Pet Plastics Limited
Your Directors have pleasure in presenting the 38th Directors Report together with the Audited Financial Statements for the period ended on March 31, 2023.
RESULT OF OPERATIONS - EXTRACT:
(Amount in Lakhs)
Note: Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.
PRINCIPAL ACTIVITY:
The principal activity of the Company is Manufacturing & Trading in Plastic. There have been no significant changes in the nature of the principal activities during the financial year. The Company is trying to make the optimum use of the resources so available.
BUSINESS REVIEW:
The total revenue of the Company has decreased from Rs. 677.79 lakhs in the previous year to Rs. 621.59lakhs during the year. During the year under review, the Company has incurred loss of Rs. 7 lakhs as compared to previous year loss of Rs. 17.72 Lakhs. The Company performed well during the Financial Year of 2022-23 by efficiently managing the available resources, which resulted into improved quality 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.
There are no material changes and commitments affecting the financial position of your Company which has occurred between the end of the financial year 2022-23 and the date of this report.
FUTURE DEVELOPMENTS:
The Company's main focus is to enhance the existing business operations and makes opportunistic plans for future growth of the Company. The Company also plans to venture into new commercial clients and to diversify its business operations into Service Sector as well.
RESERVES:
The company does not propose to carry any amount to the general reserves. However, the debit balance of Profit of Loss account transferred to Reserves and Surplus.
DIVIDEND:
Due to loss, your directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended March 31, 2023.
SHARE CAPITAL:
There were no changes in share capital of the Company during the period under review.
PUBLIC DEPOSIT:
Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.
HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY:
Your company does not have any subsidiary Company and joint ventures. However, the Company has one associate Company viz., Pet Stock Brokers Limited, wherein the Company holds 40 % of equity in its paid-up capital.
Further, the report on the performance, financial position and overall contribution to company's profitability of the subsidiary, associate company's and joint ventures and salient features of the financial statements in the prescribed Form AOC-1 is marked and annexed as "Annexure A" to this report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
a. in the preparation of the annual accounts for the financial year ended March 31,2023 the applicable accounting standard 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 were 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 profit and loss of the Company for the year under review.
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the directors had prepared the accounts for the financial year ended March 31, 2023 on a going concern basis.
e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. 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.
BOARD AND BOARD COMMITTEES:
A. Board of Directors:
a. Composition of Board
Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Director in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well as the Companies Act, 2013. Your Company also has a woman Director which brings diversity on the Board.
The composition of Board of Directors as on March 31, 2023 is as follow:
b. Number of Board Meetings
During the financial year ended March 31, 2023, six (6) meetings of the Board of Directors were conducted on May 21, 2022; May 30, 2022; July 30, 2022; August 12, 2022; November 14, 2022; and February 14th, 2023. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes.
All the Directors have informed the Company periodically about their Directorship and Membership in the Board/Committees of the Board of other companies. As per disclosure received, none of the Directors is a Director in more than ten (10) Public Limited Companies. Further, none of the Director acts as a member of more than ten (10) committees or acts as a chairman of more than five (5) committees across all Public Limited Companies in which they are Director.
The name and the categories of the directors on the Board, their attendance at the board Meeting held during the year and then number of directorship and committee chairmanship/membership held by them in other Companies are given herein below.
*Excludes directorship in Pet Plastics Ltd, directorship in private limited companies, foreign companies, companies incorporated under Section 8 of the Companies Act, 2013 and Alternate Directorships.
**For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered.
B. Meeting of independent Directors:
A meeting of the Independent Directors was held on February 14, 2023 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
C. Committees of Directors:
With a view to have a more focused attention on business and for better governance with accountability, the Board has constituted various committees of directors. Some of the Committees of the Board were reconstituted, renamed and terms of reference were revised to align with the provisions of Companies Act, 2013 and Listing Regulations, 2015. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The minutes of Committee meetings are tabled at the Board meetings and the Chairperson of each Committee briefs the members of the Board on the important deliberations and decisions of the respective Committees.
I. Audit Committee of Directors:
• Composition and Attendance
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprises of minimum three directors as members out of which at least two third should be Independent Directors and all directors shall be financially literate and at least one member shall have accounting or related financial management expertise. Chairperson of the committee shall be an independent director.
The Audit Committee met Six (6) times May 21, 2022, May 30, 2022, July 30, 2022; August 12, 2022; November 14, 2022; and February 14th, 2023;. The present composition of the Audit Committee & attendance of the members in the meeting during the year is as follows:
II. Nomination & Remuneration Committee:
Pursuant to section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, nomination and remuneration committee must fulfill below mentioned points:
* The committee shall comprise of at least three directors;
* All directors of the committee shall be non-executive directors;
* At least two third of the directors shall be independent directors.
During the year under review, the Nomination and Remuneration Committee met one (1) time in the financial year ended March 31, 2023 on May 21st, 2022.
The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the details of meetings held and attended by the members of the Committee during the financial year ended March 31, 2023:
III. Stakeholders' Relationship Committee:
Pursuant to section 178 (5) of Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 stakeholders' relationship committee must fulfill below mentioned points:
> Chairman of this committee shall be a non-executive director.
The composition of the Stakeholders' Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
a. The Committee periodically reviews the status of shareholders' grievances and redressal of the same. The Committee met one time in the financial year ended March 31, 2023 on February 14, 2023. The necessary quorum was present for all the meetings.
The composition of Stakeholders' Relationship Committee and attendance of the members during the year is as given below.
The Company during the year has received no complaints. No complaints are pending as on the year ended March 31, 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The list of Directors & Key Managerial Personnel of the Company as on March 31, 2023 is as follows:
None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.
In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules made thereunder and are independent of the management.
Further, all the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon ("IICA") as notified by the Central Government under Section 150(1) of the Companies Act, 2013 till the FY 2019-20. The registration of the same is expired. As per applicable requirement, Independent Directors have not undergone online proficiency self- assessment test within the time prescribed by the IICA.
During the year under review, the changes that took place in the composition of the Board & KMP's are as follows:
a) Mrs. Trisha Tahalramani (PAN: AWWPR8462M) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 21, 2022.
DIRECTOR RETIRING BY ROTATION
Pursuant to provisions of section 152 of the Companies Act, 2013 (the "Act") and in terms of the Memorandum and Articles of Association of the Company, Mrs. Vasarla Durga (DIN: 08593741), Non- Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 38th AGM of the Company, for a brief profile of the Director.
PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations), a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The Directors expressed their satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Managerial Personnel and their remuneration. The remuneration policy, as adopted by the company, envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure B.
During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.
AUDITORS:
i) Statutory Auditors:
The Statutory Auditor, M/s. Maheshwari & Co., Chartered Accountants, (ICAI Firm Registration No. 105834W) was appointed in previous Annual General Meeting, to hold office from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting.
The Auditor had confirmed to the Company that their appointment is within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 (3)(g) of the said Act.
The Auditors' Report and notes to the financial statements referred in the Auditors Report are self- explanatory and does not call for any further comments under Section 134 of the Companies Act, 2013. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.
ii) 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 Board of Directors of the Company, has appointed Mohd Akram, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.
The Secretarial Audit Report is annexed and detailed in Annexure C to this reportherewith. The qualifications provided in the report are self-explanatory and along with explanation of Board are as follows.
Comments on qualifications in Secretarial Audit Report:
The other comments of the auditor are self-explanatory and the company shall strive its best to comply with the statutory compliance in the future. The management of the company shall take all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations.
iii) Internal Auditor:
Mr. Jimit Gathani, Practicing Chartered Accountant, Mumbai performed the duties of internal auditors of the company for the Financial Year 2022-23 and their report is reviewed by the audit committee from time to time.
iv) Cost Auditor:
The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of energy and technology absorption information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. The details of Foreign Exchange Earnings and Outgo during the year are as follows:
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES:
The Company had adopted a Whistle Blower Policy ("the Policy") as required under Section 177(9) of the Companies Act, 2013. The Policy has been formulated with a view to provide a mechanism for directors and employees of the Company to approach the Chairman of the Audit Committee of the Company in case of any concern. The Whistle Blower Policy may be accessed on the Company's website at the link www.petplasticslimited.com . No complaints were received during the financial year 2022- 23.
RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company; hence details are not required to be given under AOC-2. The details of the related party transactions are provided elsewhere in this annual report in the Notes to Accounts to the Financial Statements. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The provisions of Section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, if any are forming part of the financial statements.
POSTAL BALLOT:
During the year, your Company has not passed any resolution through Postal Ballot.
CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.
ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2022-23 shall be available on Company's website at https://petplasticslimited.com/
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:
The Company has in place adequate internal financial controls with reference to financial statements. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
MANAGEMENT DISCUSSION AND ANALSIS REPORT:
The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a part of this report.
WTD/CEO/CFO CERTIFICATION:
In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.
INDIAN ACCOUNTING STANDARDS (IND AS):
The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS and the financial statements for the year ended March 31, 2023 are prepared in accordance to the same.
SECRETARIAL STANDARDS DISCLOSURE:
The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).
GENERAL:
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. Issue of equity shares with differential right as to dividend, voting or otherwise
b. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission.
d. No significant or material order was passed by the regulators or courts or tribunals which impact the going concern status and the Company's operation in future.
e. The Company has zero tolerance for sexual harassment at the workplace. During the year under review, the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
f. The provisions of Corporate Social Responsibility (CSR) are not applicable to your company.
ACKNOWLEDGEMENT:
The Board of Directors of your Company wishes to express gratitude for the cooperation, guidance and support received from the Ministry of Finance, various other Ministries and Departments of the Government of India, Securities and Exchange Board of India, the Reserve Bank of India, other regulatory bodies and State Governments. The Board of Directors also acknowledges the continue cooperation received from all overseas correspondent banks and other members of the banking fraternity. The Board of Directors would like to sincerely thank Banks, Financial Institutions and other investors and shareholders for their continued support. The Directors of your Company place on record their appreciation of the dedicated and sincere service rendered by the officers and staff at all levels.