To,
The Members Pet Plastics Limited
The director's have pleasure in presenting the 39th Directors Report
together with the Audited Financial Statements for the period ended on March 31, 2025.
RESULT OF OPERATIONS - EXTRACT (standalone):
(Amount in Lakhs)
| PARTICULARS |
2024-25 |
2023-24 |
| Revenue from Operations |
430.12 |
795.98 |
| Other Income |
53.11 |
75.53 |
| Total Income |
483.23 |
871.51 |
| Total Expenses |
463 |
853.54 |
| Profit/ (Loss) for the year before taxation |
20.23 |
17.97 |
| Tax Expenses |
5.70 |
4.67 |
| Profit /(Loss) after tax |
14.53 |
13.30 |
| Earnings Per Equity Share (Face Value Rs. 10/- Per Share): |
|
|
| Basic |
2.91 |
2.66 |
| Diluted |
2.91 |
2.66 |
Note: Previous year's figures have been regrouped / reclassified wherever necessary to
correspond with the current year's classification/disclosure.
RESULT OF OPERATIONS - EXTRACT (consolidated):
(Amount in Lakhs)
| PARTICULARS |
2024-25 |
2023-24 |
| Revenue from Operations |
430.12 |
795.98 |
| Other Income |
53.10 |
75.53 |
| Total Income |
483.22 |
871.51 |
| Total Expenses |
466.79 |
858.51 |
| Profit/ (Loss) for the year before taxation |
16.43 |
13.00 |
| Tax Expenses |
7.00 |
3.38 |
| Profit /(Loss) after tax |
9.43 |
9.62 |
| Earnings Per Equity Share (Face Value Rs. 10/- Per Share): |
|
|
| Basic |
1.89 |
1.92 |
| Diluted |
1.89 |
1.92 |
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:
During the Financial Year 2024-25, the total revenue of the Company stood at Rs. 430.12
lakhs, as compared to Rs. 795.98 lakhs in the previous financial year. Despite the decline
in revenue, the Company has registered a net profit of Rs. 14.53 lakhs during the year
under review, as against a profit of Rs. 13.30 lakhs in the previous year. This
improvement in profitability, notwithstanding the lower turnover, is attributable to
efficient utilization of available resources, strategic cost control measures, and
continuous efforts towards operational optimization. The Company has taken proactive steps
to reduce wastages and enhance production efficiency, resulting in better margins and
improved product quality.
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 2024-25 and the date
of this Report.
FUTURE DEVELOPMENTS:
The Company's 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
credit balance of Profit of Loss account transferred to Reserves and Surplus.
DIVIDEND:
In order to conserve cash resources for future business plans, the Board of Directors
have not recommended any dividend on equity shares for the year ended on March 31, 2025.
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,
2025 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 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, 2025
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, 2025 is as follow:
| Category |
No. of Directors |
| Non-Executive-Independent Directors |
4 |
| Non-Executive Directors |
2 |
| Executive Director |
1 |
b. Number of Board Meetings
During the financial year ended March 31, 2025, Seven (7) meetings of the Board of
Directors were conducted on May 30, 2024; June 19, 2024; August 12, 2024; August 30, 2024;
October 22, 2024; February 06, 2025 and March 13, 2025. 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.
| Name of Director |
Designation |
No. of shares held |
Attendance in Meetings |
No. of other Directorships in other Public Company* |
No. of Committee position held in the Company** |
|
|
|
Board |
AGM |
Chairman |
Member |
Chairman |
Me mbe r |
| Mr. Ritesh Vijay Vakil |
Managing Director |
1,45,500 |
7 |
Yes |
- |
1 |
- |
2 |
| Mrs. Aruna Ravilal Tripathi |
Non Executive Director |
0 |
7 |
Yes |
- |
- |
- |
1 |
| Mrs. Durga Vasarla |
Non Executive Director |
0 |
7 |
Yes |
- |
- |
- |
- |
| Mrs. Laxmi Donga Shrinivas |
Non Executive Director |
|
7 |
Yes |
- |
- |
1 |
2 |
| Mr. Vijay Mukesh Thakkar |
Non Executive Director |
|
3 |
Yes |
2 |
- |
2 |
1 |
| Ms. Komal Balasaheb Bamdale |
Non Executive Directors |
|
3 |
Yes |
- |
- |
- |
- |
| Mrs. Santosh Shahadeo Unmegh |
Non Executive Director |
|
|
Yes |
- |
- |
-- |
- |
*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 August 12, 2024 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.
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 five (5) time, May 30, 2024; June 19, 2024; August 12, 2024;
October 22, 2024; and February 06, 2025. The present composition of the Audit Committee
& attendance of the members in the meeting during the year is as follows:
| Name |
Designation |
Designation |
No. of Meetings |
|
|
|
Held |
Attended |
| Mr. Ritesh Vakil (MD) |
Executive |
Member |
5 |
5 |
| Mr. Vijay Mukesh Thakkar |
Non- Executive Independent Director |
Chairman |
2 |
2 |
| Mr. Timir Shah |
Non- Executive Independent Director |
Chairman |
3 |
3 |
| Mrs. Laxmi Donga |
Non-Executive, Independent |
Member |
5 |
5 |
The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the
position of Independent Director of the Company, with effect from August 30, 2024 and the
appointment of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent
Director of the Company, for a term of five (5) consecutive years, with effect from August
30, 2024, subject to the approval of shareholders at the ensuing Annual General Meeting
(AGM).
II.Nomination & Remuneration Committee:
• Composition and Attendance
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 Two (2)
time in the financial year ended March 31, 2025 on August 30, 2024 and March 13, 2025.
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, 2025:
| Name |
Designation |
Designation |
No. of Meetings |
|
|
|
Held |
Attended |
| Mrs. Aruna Tripathi |
Non-Executive |
Member |
2 |
2 |
| Mrs. Laxmi Donga |
Non-Executive, Independent |
Chairperson |
2 |
2 |
| Mr. Vijay Mukesh Thakkar |
Non- Executive Independent Director |
Member |
1 |
1 |
| Mr. Timir Shah |
Non-Executive Independent Director |
Member |
1 |
1 |
The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the
position of Independent Director of the Company, with effect from August 30, 2024 and the
appointment of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent
Director of the Company, for a term of five (5) consecutive years, with effect from August
30, 2024, subject to the approval of shareholders at the ensuing Annual General Meeting
(AGM).
III. Stakeholders' Relationship Committee:
• Composition and Attendance
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:
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 Two (2) time in the financial year ended March
31, 2025 on August 30, 2024 and 13th March, 2025. 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.
| Name |
Designation |
Designation |
No. of Meetings |
|
|
|
Held |
Attended |
| Mr. Ritesh Vakil |
Executive |
Member |
2 |
2 |
| Mrs. Laxmi Donga |
Non-Executive, Independent |
Member |
2 |
2 |
| Mr. Vijay Mukesh Thakkar |
Non- Executive Independent Director |
Chairperson |
1 |
1 |
| Mr. Timir Shah |
Non- Executive Independent Director |
Chairperson |
1 |
1 |
The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the
position of Independent Director of the Company, with effect from August 30, 2024 and the
appointment of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent
Director of the Company, for a term of five (5) consecutive years, with effect from August
30, 2024, subject to the approval of shareholders at the ensuing Annual General Meeting
(AGM).
The Company during the year has received no complaints. No complaints are pending as on
the year ended March 31, 2025.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The list of Directors & Key Managerial Personnel of the Company as on March 31,
2025 is as follows:
| Sr. No Name of the director |
DIN |
Designation |
| 1 Mr. Ritesh Vijay Vakil |
00153325 |
Managing Director |
| 2 Mrs. Aruna Tripathi |
00152312 |
Non-Executive Independent Director |
| 3 Mrs. Vasarla Durga |
08593741 |
Non-Executive Director |
| 4 Mr. Prajesh Pravinbhai Chaudhary |
BBNPC2704C |
Chief Financial Officer |
| 5 Mr. Santosh Shahadeo Unmegh* |
10985200 |
Non- Executive Independent Director |
| 6 Mr. Vijay Mukesh Thakkar |
10227101 |
Non- Executive Independent Director |
| 7 Ms. Komal Balasaheb Bamdale |
10720069 |
Professional |
| 8 Ms. Laxmi Donga Shrinivas* |
08593758 |
Non- Executive Independent Director |
| 9 CS Trisha Tahalramani* |
AWWPR8462M |
Company Secretary |
*Note:
1. Mr. Santosh Shahadeo Unmegh resign from the office with effect from 30th
May, 2025.
2. Ms. Laxmi Dongra Shrinivas resign from the office with effect from 23rd
April, 2025.
3. Ms. Trish Tahalramani resign from the office with effect from 09th June,
2025.
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, there are no changes took place in the composition of the
Key Managerial Personnel of the Company.
CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS:
1. Board Meeting held on August 30, 2024:
• The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from
the position of Independent Director of the Company, with effect from August 30, 2024.
• The Board approved the appointment of Ms. Komal Balasaheb Bamdale (DIN:
10720069) as an Additional Director (Non-Executive, Non-Independent) of the Company, with
effect from August 30, 2024.
• The Board approved the appointment of Mr. Vijay Mukesh Thakkar (DIN: 10227101)
as an Additional Independent Director of the Company, for a term of five (5) consecutive
years, with effect from August 30, 2024, subject to the approval of shareholders at the
ensuing Annual General Meeting (AGM).
2. Board Meeting held on March 13, 2025:
• The Board approved the appointment of Mr. Santosh Shahadeo Unmegh (DIN:
10985200) as an Additional Independent Director of the Company, for a term of five (5)
consecutive years, with effect from March 12, 2025, subject to the approval of
shareholders at the ensuing Annual General Meeting.
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. Komal
Balasaheb Bamdale (DIN: 10720069), 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 39th AGM of the Company,
for a brief profile of the Director.
PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH NON-EXECUTIVE DIRECTOR:
During the year, there were no pecuniary relationships or transactions entered into
between the Company and any of its Non-Executive / Independent Directors apart from
payment of sitting fees and / or commission / perquisites as approved by the members.
Non-Executive Directors ("NEDs") are paid remuneration by way of Sitting Fees or
Commission, subject to the statutory ceiling.
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 NonIndependent 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 familiarized 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 the Annual General Meeting of the company held
on 30th September, 2022, to hold the office from the Financial Year 2022-23
till the Financial Year 2026-27.
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 M/ s. R. S. Rajpurohit & Co., Practicing Company
Secretaries to conduct the Secretarial Audit of the Company for the financial year ended
March 31, 2025.
The Secretarial Audit Report is annexed and detailed in Annexure C to this report
herewith. 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:
| Comments in Secretarial Audit Report |
Directors Comment |
| "Mrs. Aruna Ravilal Tripathi has served beyond the maximum
permissible tenure of two consecutive terms (10 years) as per Section 149(10)/(11) of the
Companies Act, 2013 and Regulation 25(2) of SEBI LODR Regulations." |
"Mrs. Aruna Ravilal Tripathi has served beyond the maximum
permissible tenure of two consecutive terms (10 years) as per Section 149(10)/(11) of the
Companies Act, 2013 and Regulation 25(2) of SEBI LODR Regulations." |
| Non-maintenance/up-dation of mandatory Structured Digital Database (SDD)
as required under Regulation 3(5) of SEBI (PIT) Regulations, effective April 1, 2019. |
The Company has now implemented a structured and compliant SDD software
with adequate access controls. Designated employees have been trained, and logs are being
maintained as per the SEBI PIT Regulations. |
| The website disclosures as required under Regulation 46 of SEBI LODR are
incomplete and outdated, including mandatory filings and policies. |
It was observed that the Investor Relations section of the Company's
website was not fully compliant with the mandatory disclosures prescribed under Regulation
46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. While
majority of the requisite documents and information were available on the website, they
were placed under incorrect or non-designated sections, thereby affecting ease of access
for the benefit of investors. The Company has acknowledged this lapse and has initiated
corrective action by bringing all necessary information under designated section. A
comprehensive review of the website's compliance structure is currently underway, and the
Company is in the process of restructuring and updating its website to ensure full and
proper view at a single dedicated section in compliance with the disclosure obligations
under the said Regulation. |
| SAST Regulation 31(4) annual encumbrance declaration for FY ended 31
March 2025 was not filed by the promoter/promoter-group. |
The non-filing of the annual declaration under Regulation 31(4) by the
Promoter Group was due to an unintentional oversight. The Company has reminded all
promoters of the annual disclosure requirements and will ensure timely compliance going
forward. |
| "Form MGT-14 not filed within prescribed 30-day period for multiple
resolutions/events across FYs 2020-21 through 2024-25. |
The delay in filing MGT-14 for past resolutions was due to clerical
delays and non-availability of certain documents. The Company has filed necessary
compounding applications for such delays and is strengthening internal systems for timely
filing. |
| Non-submission of proficiency selfassessment certificate by an
Independent Director as mandated under Rule 6(4) of Companies (Appointment &
Qualification of Directors) Rules, 2014. |
The Company acknowledges that, during the audit period, the certificate
confirming successful completion of the Independent Director Online Proficiency
Self-Assessment Test as mandated under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, was not submitted by one of its Independent
Directors and hence could not be produced for verification during the Secretarial Audit.
The delay was due to unforeseen personal and procedural constraints on the part of the
concerned Director. The Company has taken cognizance of the same and is coordinating with
the Director to ensure completion of the proficiency test and submission of the
certificate in compliance with applicable regulatory requirements. The Board remains
committed to maintaining the highest standards of governance and regulatory compliance in
line with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. |
| Incorrect numbering of AGMs in statutory filings and reports for FYs
2021-22 to 2023-24 (stated as 37th, 38th, 39th instead of correct 36th, 37th, 38th). |
The error in AGM numbering was clerical in nature and has since been
corrected in all subsequent disclosures. The Company will take greater care in ensuring
accurate statutory disclosures. |
The other comments of the auditor are self-explanatory and the company shall strive
it's 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 2024-25 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:
| Foreign Exchange Earnings |
|
| Foreign Exchange Outgo |
|
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 2024-25.
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 utilized 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:
Effective Corporate Governance practices constitute the strong foundation on which
successful commercial enterprises are built to last. Our Corporate Governance practices
are reflection of our value system encompassing our culture, policies, and relationships
with our stakeholders. Integrity and transparency are key to our corporate governance
practices to ensure that we gain and retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholders value legally, ethically and
sustainably.
In terms of Regulation 15 of SEBI Listing Regulation, 2015, compliance relating to
Corporate Governance, is not applicable to your Company as the Paid-Up Share Capital is
not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 crores on the last day of
the previous financial year. Further, the Company has also filed Non-Applicability
Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the exchange.
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. 2024-25 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:
Management Discussion and Analysis Report as stipulated under the SEBI Listing
Regulations is presented in a separate section forming part of this Annual Report. It
provides details about the overall industry structure, global and domestic economic
scenarios, developments in business operations/performance of the Company's various
businesses, internal controls and their adequacy, risk management systems, human resources
and other material developments during the Financial Year 2024-25.
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, 2025 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 director's 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. There were no material changes and commitments affecting the financial position of
the Company between end of the financial year and the date of this report. It is hereby
confirmed that there has been no other change in the nature of business of the Company.
f. 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.
g. The provisions of Corporate Social Responsibility (CSR) are not applicable to your
company.
h. The Company has not raised funds through preferential allotment or qualified
institutional placement.
i. During the year under review, the Company has not made any application under
Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said
Code as at the end of the financial year.
j. During the year, the Company has not undergone any one-time settlement and therefore
the disclosure in this regard is not applicable.
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 bothes 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.
| By Order of the Board |
| For Pet Plastics Ltd |
| Sd/- |
| Mr. Ritesh Vijay Vakil |
| Managing Director |
| (DIN: 00153325) |
| Dated: 02/08/2025 |
| Place: Mumbai |
|