To,
The Members,
Our Directors have pleasure in presenting the Thirty-Ninth (39th) Annual Report on the
business and operations of your Company together with the audited accounts for the
financial year ended March 31, 2025.
1. Financial Summary/ Performance of the Company:
(Rs. In Rupees)
| PARTICULARS |
For the financial year ended March 31, 2025 |
For the financial year ended March 31, 2024 |
| Revenue from Operation |
92,86,108.45 |
4,03,16,458.00 |
| Other Income |
0.00 |
6,000.00 |
| Total Revenue |
92,86,108.45 |
4,03,22,458.00 |
| Purchase of stock-in-trade |
45,27,248 |
4,05,07,000 |
| Change in inventories of Finished Goods, |
|
|
| Work-in-Process and Stock-in-Trade |
- |
(39,39,000) |
| Employees benefits expenses |
3,99,850 |
2,40,000 |
| Finance Cost |
- |
- |
| Depreciation |
2,76,786 |
2,60,500 |
| Other Expenses |
17,66,851 |
12,16,200.00 |
| Total Expenses |
69,70,734.59 |
3,82,84,700.00 |
| Profit before exceptional and extraordinary items and tax |
23,15,373.86 |
20,37,000.00 |
| Exceptional Item |
Nil |
Nil |
| Profit before Tax |
23,15,373.86 |
20,37,000.00 |
| Less: Current Tax |
8,50,000 |
- |
| Deferred Tax |
- |
- |
| Profit For the Year |
14,65,373.86 |
20,37,000.00 |
| Other Comprehensive Income |
- |
- |
| Total Comprehensive Income for the year |
14,65,373.86 |
20,37,000.00 |
| Earning Per Share(EPS) |
|
|
| Basic |
0.03 |
0.04 |
| Diluted |
0.03 |
0.04 |
2. Dividend
Your directors have considered it financially prudent in the long-term interest of the
Company to reinvest the profits in the business of the Company to build a strong reserve
base and grow the business of the Company. No final dividend has therefore been
recommended for the year ended March 31, 2025
3. Transfer to Reserves
During the year under review, your company has not declared dividend from the general
reserves of the Company Your Company has not transferred any sum of to the General
Reserves.
4. Transfer of Unclaimed Dividend and Unclaimed Shares:
In terms of the provisions of Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof),
no unpaid / unclaimed dividends were transferred during the year under review to the
Investor Education and Protection Fund.
5. Operations Review and the state of affairs of the Company
During the year under the review your Company focuses on achieving milestone in the
same area. This would strengthen the generation and sustainability of revenue in the years
to come. Your Company achieved total revenue of Rs 92,86,108.45 Lakhs in 2024-25 as
against Rs. 4,03,22,458/- Lakhs in 2023-24 and had a Net Profit after tax of Rs.
14,65,373.86 Lakhs in 2024-25, as against the Net Profit of Rs. 20,37,000.00 Lakhs in
2023-24.
6. Nature of Business
There is change in the nature of business of the company during the year .our Company
operated in four segments i.e. 1. importers, exporters, dealers, distributors and
merchants of plastics 2. To carry on the business of cultivation, farming, and production
of crops, fruits, vegetables, grains, and other agricultural products. 3.To carry on all
or any of the Business of Goldsmiths, Silver smiths 4. To carry on business of plastic
recycling.
Share Capital/ Capital Structure and Listing of Share
The Authorised Share capital of the Company as at 31st March, 2025 was Rs. 56,00,00,000
divided into 56,00,00,000 equity shares of Rs. 1/- each.
The Paid-up Share Capital of your Company as on 31st March, 2025 was Rs. 5,40,31,000
divided into 5,40,31,000 equity shares of Rs. 1/- each.
The Company's equity shares are listed with BSE Limited. The annual listing fee for the
financial year 2024-25 is required to be paid to the Stock Exchange.
*Increase in Authorised Share Capital of the Company from 6,00,00,000/- (Rupees
Six Crore only) divided into 6,00,00,000 (Six Crore only) equity shares of 1/- (Rupees
One) each to 56,00,00,000 /- (Rupees Fifty Six Crore Only) divided into 56,00,00,000 /-
(Fifty Six Crore
Only) equity shares of face value of Rs. 1/- (One Rupee) each. vide Postal Ballot Dated
March 23, 2025.
7. Material changes and commitments affecting the financial position of the
Company
Material Changes and Commitments Affecting Financial Position of the Company:
During the year, following material changes and commitments have occurred which have an
impact on the financial position of the Company:
* Alteration in the existing Object Clause of the Memorandum of Association (the
"MoA") of the Company by adding the following as sub-clause 4,5,6 in Clause III
(a) of the MoA
4. To carry on the business of cultivation, farming, and production of crops, fruits,
vegetables, grains, and other agricultural products.To engage in the breeding, raising,
and management of livestock, poultry, and aquaculture for the production of meat, dairy,
eggs, and other animal- related products.To process, package, and market agricultural
products, including but not limited to milling, grinding, canning, and preserving.To
manufacture, import, export, buy, sell, trade, and deal in fertilizers, pesticides, seeds,
and other agricultural inputs.To provide agricultural services, including crop advisory,
soil testing, pest control, and farm management.To establish and operate agricultural
research and development facilities for the improvement and innovation of farming
techniques, crop varieties, and animal husbandry practices.To set up and manage farms,
orchards, plantations, and nurseries for the cultivation and propagation of agricultural
and horticultural products.To engage in the development and promotion of organic and
sustainable farming practices.To establish and manage retail and wholesale outlets for the
sale of agricultural products, equipment, and inputs.To enter into collaborations, joint
ventures, and partnerships with other entities for the development of agriculture-related
projects.To invest in and acquire shares or interests in other companies engaged in
agriculture-related activities.To undertake any other business activities that are
incidental or conducive to the attainment of the above objects
5.To carry on all or any of the business of goldsmiths, silver smiths, jewellers, gem
and diamond merchants and Trading and of manufacturing and dealing in clocks, watches,
jewellery, cutlery and their components and accessories and of producing acquiring and
trading in metals, bullion, gold ornaments, silver utensils, diamond, precious stones,
paintings, manuscripts, antiques and objects of art and importers and exporters of bullion
and other refined and smelted metals. To carry on in India or abroad the business to
manufacture, produce .design, develop, modify,refine, repair, process, aller, exchange.
set. convert. finish, polish, cut, fit, trim. contract, subcontract,supply, buy, sell,
import ,export .wholesale, retail and to act as agent, broker, adatias. job worker,
consignor,contractor, vendor,collaborator, stockiest, distributor or otherwise to deal in
allshapes, size, varieties, design, applications, combinations and use of apparels,
ornaments, gems, jewellery(s). goods, antiques, articles and things, their parts.
Accessories, fillings, components. ingredients and materials thereof made partly or wholly
of gold. silver, platinum or other precious metals and alloys, thereof together with
precious, semiprecious, imitation, synthetic, natural or other varieties 'of stones and
materials whatsoever
6.To carry on business of plastic recycling and as dealers in plastic raw materials,
resins, goods and articles connected with the plastic manufacturing industry and
importers, exporters, manufacturers, agents and representatives and dealers in all kinds
of plastic raw materials and products and to carry on in India or elsewhere the business
to provide, commercialize, control, develop, establish, handle, operate, hold, pack,
organise, promote, service, supervise, represent and to act as agent, concessionaires,
consultants, booking agents or deal in all types reusable materials through recycling
operations, remediation services for decontaminating buildings, mine sites, soil, or
groundwater, and dispose of garbage and other waste materials.
* RIGHT ISSUE
* The Board of Directors of the Company in its ("Board") Meeting held on
04 March 2025, approved the Right Issue of 48,62,79,000 fully paid-up Equity Shares
("Rights Equity Shares") of face value of Rs. 1/- each for an amount aggregating
Rs. 48,62,79,000/-.
However, due to non-receipt of listing approval from the Bombay Stock Exchange within
the stipulated time period, the Company was unable to credit the allotted shares to the
demat accounts of the shareholders. This delay resulted in the blocking of funds invested
by the shareholders and hence led to number of investor complaints. So, in order to
protect the interests of the investors, the Right issue committee has resolved to withdraw
the proposed rights issue at its meeting held on 27th May 2025.
* NAME CHANGE
* Change in the name of Company from "BISIL PLAST LIMITED " to
"KARNAWATI INNOVATION LIMITED" has been approved by the Board of
Directors in their meeting dated 05th July 2025 and the same was approved by the
shareholders of the company by way of postal ballot through remote e-voting Dated August
28, 2025 subject to the approval of other regulatory authorities. CRC, MCA has reserved
the name "KARNAWATI INNOVATION LIMITED" vide its letter dated 15th July
2025.
8. Subsidiaries, Associate Companies and Joint Venture
The Company is not required to consolidate its financial statement for the year ended
31st March, 2025 as the Company does not have any subsidiaries, joint venture, or
associate Companies.
9. Indian Accounting Standards (Ind As):-
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette
dated February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has
replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian
Accounting Standards ("Ind AS") from April 01, 2017 (transition date to Ind
AS is April
01, 2016) and the financial Statements have been prepared in accordance with
recognition and measurement principal of Indian Accounting Standards ("Ind AS")
as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified
in section 133 of the Companies Act, 2013.
The Annual Accounts for the year ended 31st March, 2025 have also been prepared in
accordance with Indian Accounting Standard (Ind AS).
10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The Company being engaged in the business of business of plastics products, business of
cultivation, farming, and production of crops, business of goldsmiths, silver smiths,
business of plastic recycling and does not have any energy utilization or technology
absorption. The Company during the year under review does not have any inflow or outflow
in foreign exchange.
The Information relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure-I"
and forms part to this report.
11. Board Meetings
A tentative calendar of Meeting is prepared and circulated well in advance to the
Directors. The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013, Secretarial Standard - 1 and Listing Regulations. During the year
ended March 31, 2025, the Board met 13 times. The details of Board/committee meetings and
the attendance of Directors are provided in the Corporate Governance Report, which forms a
part of this Report.
| S. No. |
Date of Meeting |
| 1 |
21/05/2024 |
| 2 |
10/06/2024 |
| 3 |
09/07/2024 |
| 4 |
22/07/2024 |
| 5 |
13/08/2024 |
| 6 |
04/09/2024 |
| 7 |
14/09/2024 |
| 8 |
22/10/2024 |
| 9 |
20/12/2024 |
| 10 |
10/01/2025 |
| 11 |
17/01/2025 |
| 12 |
14/02/2025 |
| 13 |
04/03/2025 |
Further, all the recommendations of Audit Committee were accepted by the Board of
Directors.
12. Committee Meetings
a. AUDIT COMMITTEE
The composition of the Audit Committee and terms of reference are in compliance with
the provisions of Section 177 of the Act. All members of the Committee are financially
literate and have accounting or related financial management expertise.
The Audit Committee consists of the following members as on March 31, 2025:
| S. No. |
Name of Director |
Category |
Status |
| 1. |
Mr. Kaushal Dharmeshbhai Patel |
Additional Non-Executive Independent Director |
- Chairperson |
| 2. |
Mr. Vatsal Sanjaybhai Patel |
Additional Non-Executive Independent Director |
- Member |
| 3. |
Mr. Jagdip Panachand Vora |
Non-Executive Director |
Member |
During the year under review, the Audit Committee met 09 (Nine) times.
Following is the detail of the attendance of each of the members of the Audit Committee
at its Meeting held during the year under review:
| S. No. |
Date of Meeting |
Total No of Directors as on date of meeting |
Attendance No. of Directors attended |
% of Attendance |
| 1 |
21/05/2024 |
3 |
3 |
100 |
| 2 |
10/06/2024 |
3 |
3 |
100 |
| 3 |
22/07/2024 |
3 |
3 |
100 |
| 4 |
13/8/2024 |
3 |
3 |
100 |
| 5 |
22/10/2024 |
3 |
3 |
100 |
| 6 |
10/01/2025 |
3 |
3 |
100 |
| 7 |
14/02/2025 |
3 |
3 |
100 |
| 8 |
04/03/2025 |
3 |
3 |
100 |
| 9. |
23/03/2025 |
3 |
3 |
100 |
b Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee and terms of reference are
in compliance with the provisions of Section 178 of the Act. The Nomination and
Remuneration Committee consists of the following members as on March 31, 2025:
| S. No. |
Name of Director |
Category |
Status |
| 1. |
Mr. Kaushal Dharmeshbhai Patel |
Non-Executive - Independent Director |
Chairperson |
| 2. |
Mr. Vatsal Sanjaybhai Patel |
Non-Executive - Independent Director |
Member |
| 3. |
Mr. Jagdip panachand Vora |
Non-Executive Director |
Member |
During the year under review, the Nomination and Remuneration Committee met 09 (Nine)
times.
Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meeting held during the year under review:
| S. No. |
Date of Meeting |
Total No of Directors as on date of meeting |
Attendance No. of Directors attended |
% Attendance of |
| 1 |
10/06/2024 |
3 |
3 |
100 |
| 2 |
09/07/2024 |
3 |
3 |
100 |
| 3 |
22/07/2024 |
3 |
3 |
100 |
| 4 |
04/09/2024 |
3 |
3 |
100 |
| 5 |
14/09/2024 |
3 |
3 |
100 |
| 6 |
10/01/2025 |
3 |
3 |
100 |
| 7 |
17/01/2025 |
3 |
3 |
100 |
| 8 |
14/02/2025 |
3 |
3 |
100 |
| 9 |
04/03/2025 |
3 |
3 |
100 |
c. Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee and terms of reference are
in compliance with the provisions of Section 178 of the Act. The Stakeholders Relationship
Committee consists of the following members as on March 31, 2025:
| Name of Director |
Category |
Status |
| Mr. Kaushal Dharmeshbhai Patel |
Non-Executive - Independent Director |
Chairperson |
| Mr. Vatsal Sanjaybhai Patel |
Non-Executive-Non Independent Director |
Member |
| Mr. Jagdip panachand Vora |
Non-Executive Director |
Member |
During the year under review, the Stakeholders Relationship Committee met 2 (Two)
times.
Following is the detail of the attendance of each of the members of the Stakeholders
Relationship Committee at its Meeting held during the year under review:
| S. No. |
Date of Meeting |
Total No of Directors as on date of meeting |
Attendance No. of Directors attended |
% Attendance of |
| 1 |
10/01/2025 |
3 |
3 |
100 |
| 2. |
04/03/2025 |
3 |
3 |
100 |
13. Annual Return
In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual
Return of the Company for the financial year ended March 31, 2025 has been uploaded on the
website of the Company and the web link of the same is https://www.bisilplast.com/.
14. Directors & Key Managerial Personnel
The Company has a professional Board with Executive Directors & Non-Executive
Directors who bring the right mix of knowledge, skills, and expertise and help the Company
in implementing the best Corporate Governance practices.
a) Retirement by Rotation
Pursuant to the provisions of Section 152 and other applicable provisions of the
Companies Act, 2013, One- third of such of the Directors as are liable to retire by
rotation, shall retire every year and, if eligible, offer themselves for re-appointment at
every AGM. Consequently, Mr. Jagdip Panachand Vora (DIN:09518891), Director, is liable to
retire by rotation at the ensuing Annual General Meeting of the Company and being
eligible, he has offered himself for re-appointment. Necessary resolution for his
re-appointment are included in the Notice of AGM for seeking approval of members. The
Board of Directors has recommended his re-appointment.
The details as required under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 regarding re-appointment of Mr. Jagdip
Panachand Vora (DIN:09518891) his brief resume, the nature of expertise in specific
functional areas, names of Companies in which he hold Directorships, committee
Memberships/ Chairmanships, his shareholding in the Company etc., are furnished in the
annexure to the notice of the ensuing AGM. b) Appointment
1. Mr. Paresh Sukhadiya
The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Paresh Sukhadiya (DIN: 07619787) as an additional
Director as Executive director w.e.f. 9th July, 2024 of the Company subject to
Shareholders' Approval.
The above mentioned appointment has been approved by the shareholders in 38th AGM by
Ordinary Resolution as on 21st September, 2024.
The Board of Directors of Company approved the appointment of Mr. Paresh Sukhadiya
(DIN: 07619787) as a Chief Financial officer of the Company with effect from 9th July,
2024.
2. Mr. Jagdip Panachand Vora
The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Jagdip Panachand Vora (DIN 09518891) as an
Additional Director of the Company with effect from 04th September 2024 subject to
Shareholders' Approval.
The above mentioned appointment has been approved by the shareholders by passing
Ordinary Resolution through Postal Ballot as on 23rd March 2025.
3. Mr. Kevinkumar Mansukhlal Saparia
The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Kevinkumar Mansukhlal Saparia (DIN 06511140) as
an Additional Executive Director of the Company with effect from 23rd September 2024
subject to Shareholders' Approval.
The Board of Director of the Company appointed Mr. Kevinkumar Mansukhlal Saparia (DIN
06511140) as a Managing director of the company with effect from 10th January 2025 Subject
to shareholders approval
The Board of director of the company at their meeting held on 14th February 2025
approved the appointment of Mr. Kevinkumar Mansukhlal Saparia (DIN 06511140) as Chief
Financial Officer of the company.
The above mentioned appointment as Executive Director and Managing director has been
approved by the shareholders by passing Special Resolution through Postal Ballot by way of
remote e-voting dated 23rd March 2025.
4. Mr. Kaushal Dharmeshbhai Patel (DIN 10723735)
The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Kaushal Dharmeshbhai Patel (DIN 10723735) as
an Additional Non- Executive Independent Director of the Company with effect from 10th
January 2025 subject to Shareholders' Approval.
The above mentioned appointment has been approved by the shareholders by passing
Special Resolution through Postal Ballot as on 23rd March 2025
5. Mr. Vatsal Sanjaybhai Patel (DIN 10732711)
The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Vatsal Sanjaybhai Patel (DIN 10732711) as an
Additional Non- Executive Independent Director of the Company with effect from 10th
January 2025 subject to Shareholders' Approval.
The above mentioned appointment has been approved by the shareholders by passing
Special Resolution through Postal Ballot as on 23rd March 2025
6. Ms. Nidhiben Ravindrakumar Joshi (DIN 10132922)
The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Ms. Nidhiben Ravindrakumar Joshi (DIN 10132922) as an
Additional Non-Executive Women Independent Director of the Company with effect from 04th
March 2025 subject to Shareholders' Approval.
The above mentioned appointment has been approved by the shareholders by passing
Special Resolution through Postal Ballot as on 28th August 2025.
7. Mr. Anandbhai Jadala (DIN 11187923)
The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Anandbhai Jadala (DIN 11187923) as an Additional
Non- Executive Independent Director of the Company with effect from 05th July
2025 subject to Shareholders' Approval.
The above mentioned appointment has been approved by the shareholders by passing
Special Resolution through Postal Ballot as on 28rd August 2025
8. Mr.Ravikumar Kumar Kirtibhai Patel (DIN: 11028966)
The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr.Ravikumar Kumar Kirtibhai Patel (DIN: 11028966) as
an Additional Director of the Company with effect from 26th August 2025 and as Managing
Director of the company with effect from 01st September 2025 subject to Shareholders'
Approval in ensuring Annual general meeting.
c) Cessation
1) Ms. Khyati B. Shah (DIN: 09430457)
Board received the resignation of Ms. Khyati B. Shah (DIN: 09430457) on 23rd September
2024 and board considered and accepted the Resignation of Ms. Khyati B. Shah Patel from
the post of Non-Executive Independent Director of the company with effect from 23rd
September 2024.
2) Mr. Suketu N. Vaywala
Board received the resignation of Mr. Suketu N. Vaywala (DIN 07619796) on 10th January
2025 and board considered and accepted the Resignation of Mr. Suketu N. Vaywala from the
post of Non- Executive Independent Director of the company with effect from 10th January
2025.
3) Mr. Paresh Sukhadiya
Board received the resignation of Mr. Paresh Sukhadiya (DIN: 07619787) on 28th October
2024 and board considered and accepted the Resignation of Mr. Paresh Sukhadiya from the
post of Executive Director and Chief Financial Officer of the company with effect from
28th October 2024
4) Mr. Kaushal Dharmeshbhai Patel (DIN 10723735)
Board received the resignation of Mr. Kaushal Dharmeshbhai Patel on 05th July , 2025
and board considered and accepted the Resignation of Mr. Kaushal Dharmeshbhai Patel from
the post of Independent Director of the company with effect from 05th July , 2025.
5) Mr. Kevinkumar Mansukhlal Saparia (06511140)
Board received the resignation of Mr. Kevinkumar Mansukhlal Saparia on 28th
August 2025 and board considered and accepted the Resignation of Mr. Kevinkumar Mansukhlal
Saparia from the post of Executive Independent /Managing Director /Chief financial
Officer of the company with effect from 28th August 2025.
Woman Director
In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015, the Company has appointed Nidhiben
Ravindrakumar Joshi (DIN 10132922) who is serving on the Board of the Company, since 04th
March 2025.
15. Declaration from Independent Directors on Annual Basis
The Independent Directors have submitted their declaration of independence, stating
that: a) They continue to fulfill the criteria of independence provided in Section 149 (6)
of the Act along with Rules framed thereunder and Regulation 16(1)(b) ; and b) There has
been no change in the circumstances affecting his/ their status as Independent Directors
of the Company.
The Independent Directors have also confirmed that they have complied with the
Company's
Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the
Independent Directors have also confirmed their registration (including renewal of
applicable tenure) and compliance of the online proficiency self- assessment test with the
Indian Institute of Corporate Affairs (IICA). The Board opined and confirm, in terms of
Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons
of high repute, integrity and possess the relevant expertise and experience in their
respective fields.
Policy on Directors' appointment and Policy on Remuneration
Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act,
2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and senior management. The
salient features of the Policy are:
It provides the diversity on the Board of the Company and
It provides the mechanism for performance evaluation of the Directors
It lays down the parameters based on which payment of remuneration (including sitting
fees and remuneration) should be made to Independent Directors and Non-Executive
Directors.
It lays down the parameters based on which remuneration (including fixed salary,
benefits and perquisites, bonus/ performance linked incentive, commission, retirement
benefits) should be given to Whole-time Directors, KMPs and rest of the employees.
It lays down the parameters for remuneration payable to Director for services rendered
in other capacity.
It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of
the Company. During the year under review, there were no substantive changes in the Policy
except to align the Policy with amendments made to applicable laws.
16. Particulars of remuneration of Directors/ KMP/ Employees
Disclosure pertaining to the remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is attached as "Annexure-II",
forming part of this report. Further in pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel), Amendment Rules, 2016, a statement showing the names and other particulars of
the top ten employees and the employees drawing remuneration in excess of the limits set
out in the said rules is enclosed as "Annexure-III" and forms part of
this Report.
17. Directors Performance Evaluation Report
In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of
formal evaluation by the Board of its own performance and that of its committees and
individual directors. The Board, in consultation with its Nomination and Remuneration
Committee, has formulated a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and individual directors,
including Independent Directors. The framework is monitored, reviewed and updated by the
Board, in consultation with the Nomination and Remuneration Committee, based on need and
new compliance requirements.
The Board of Directors have carried out the annual evaluation of its own performance,
the Individual Directors including the Chairman as well as the evaluation of the working
of its Committees. The evaluation of Board as a whole and Non-Independent Directors
including Chairman was done by the Independent Directors in their meeting held on 31st
March, 2025.The details of evaluation process of the Board, its Committees and
individual directors, including independent directors have been provided under the
Corporate Governance Report which forms part of this Report.
18. Director's Responsibility Statement
Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board
of Directors of the Company hereby confirms and accepts the responsibility for the
following in respect of the Audited Annual Accounts for the financial year ended March 31,
2025: a) That in the preparation of the annual accounts for the financial year ending 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) That the directors had selected the 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 profit and loss of the Company for that period;
c) That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That the annual accounts/financial statements have been prepared on a going concern
basis;
e) That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f) That 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.
19. Auditors i. Statutory Auditor and their Report
Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s.
A. L. Thakkar & Co., Chartered Accountants (Firm Registration No. 120116W), Ahmedabad
was appointed as Statutory Auditor of the company for a term of five consecutive years
from 2024-25 to 2028-29 .
Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under,
the Statutory Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Audit report on the financial statement of the Company for the FY 2024-25 forms
part of the Annual Report. There are no qualifications, reservations or adverse remarks or
disclaimer made by M/s. A. L. Thakkar & Co., Chartered Accountants (Firm Registration
No. 120116W), in their report for the financial year ended 31st March, 2025.
Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor
have not reported any instances of frauds committed in the Company by its Officers or
Employees to the Audit Committee or the Board or Central Government under Section 143(12)
of the Companies Act, 2013, details of which needs to be mentioned in this report. ii.
Cost Auditors and Maintenance of Cost Records
In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made
there under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is
not applicable to the Company and therefore maintenance of cost records as specified under
section 148(1) of the Act, is not required. iii. Secretarial Auditors and Secretarial
Audit Report
In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s CS
Vishakha Agarwal of M/s. Vishakha Agarwal & Associates, Company Secretaries, Indore as
the Secretarial auditor of the Company for a term of five (5) consecutive years,
commencing from FY 2025 26 to FY 2029 30.
The Secretarial Audit Report submitted by CS Vishakha Agarwal of M/s. Vishakha Agarwal
& Associates, Company Secretaries in prescribed format in MR-3 to the shareholders of
the
Company is annexed to this Report as "Annexure-IV".
20. Particulars of loans, guarantees or investments made under Section 186 of the
Companies
Act, 2013
There are No loans, guarantees and investments which covered under the provisions of
Section 186 of the companies 2013 during the Financial Year 2024-25
21. Unsecured Loan from Directors:
During the year under review, the Company has not borrowed any unsecured loan from any
of the Directors of the Company.
22. Shifting of Registered Office of the Company
On 20th December 2024, the Company has shifted its register office of the Company with
in the same city From 406, Silver Oaks Commercial Complex, Opp. Arun Society, Paldi,
Ahmedabad-380 007 to office No. 702/3 7th Floor Shilp Aaron Sindhu Bhavan Road Thaltej
Ahmedabad 380059.
23. Particulars of contract or arrangements with related parties referred to in Section
188(1)
With reference to Section 134 (3)(h) of the Act, all the contracts and arrangements
with related parties under Section 188(1) of the Act, entered by the Company during the
financial year, were approved by the Audit Committee and wherever required, also by the
Board of Directors.
All related party transactions that were entered into during the financial year were on
arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the SEBI Listing Regulations.
The disclosure of material related party transactions as required under Section
134(3)(h) of the Act in Form No. AOC-2 is annexed to this Report as "Annexure-V".
All related party transactions are approved/ reviewed by the Audit Committee on quarterly
basis, with all the necessary details and are presented to the Board and taken on record.
The Board has formulated policy on Related Party Transactions and it may be accessed at
the website of the Company.
The Company does not have related party transactions under Ind AS-24 therefore it is
not disclosed in standalone financial statements forming part of this Annual Report.
A confirmation as to compliance of Related Party Transactions as per Listing
Regulations is also sent to the Stock Exchanges along with the quarterly compliance report
on Corporate Governance. Disclosure of related party transactions on a consolidated basis
is also sent to the Stock Exchanges after publication of standalone financial results for
the half year.
24. Internal Audit
At the beginning of each financial year, an audit plan is rolled out with approval of
the
Company's Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy
of internal control systems and compliance thereof, robustness of internal processes,
policies and accounting procedures and compliance with laws and regulations. Based on the
reports of internal audit, process owners undertake corrective action in their respective
areas. Significant audit observations and corrective actions are periodically presented to
the Audit Committee of the Board.
25. Internal Financial Control
According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the
Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the
policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information.
The Company believes that a strong internal control framework is very much essential
and is part of good corporate governance practices. Your Company has in place well defined
and adequate internal financial control framework commensurate with the size and
complexity of its business to ensure proper recording of financial &operational
information, compliance of various internal control and other regulatory/statutory
compliances. All internal Audit findings and control systems are periodically reviewed by
the Audit Committee of the Board of Directors, which provides strategic guidance on
internal control.
26. Risk Management Policy
Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the
Company has put in place comprehensive risk assessment and minimization procedures, which
are reviewed by the Board periodically. In order to effectively and efficiently manage
risk and address challenges, the Company has formulated Risk Management Policy.
The risk management approach is based on the clear understanding of the variety of
risks that the organization faces, disciplined risk monitoring and measurement and
continuous risk assessment and mitigation reserves. The objective of any risk
identification and assessment process is to evaluate the combination of like hood and
level of negative impacts from an event. The three main components of risk assessment are
business risk, service/ operational risk and external risk. The Company manages the risk
in line with current risk management best practices. This facilitates the achievement of
our objectives, operational effectiveness and efficiency, protection of people and assets,
informed decision making and compliance with applicable law and regulations. The Board has
formulated policy on Risk Management Policy and it may be accessed at the website of the
company.
27. Committees of Board
(i) Corporate Social Responsibility (CSR)
In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, Every company having net worth of rupees five
hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of
rupees five crore or more during the immediately preceding financial year shall constitute
a Corporate Social Responsibility Committee of the Board consisting of three or more
Directors, out of which at least one director shall be an independent director.
During the year under review none of the condition as prescribed under Section 135 of
the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy)
Rules, 2014 are applicable to the company; hence the provision is not applicable.
(ii) Audit Committee
Audit Committee of the Company meets the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The details of the composition of the Audit Committee as required under
the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this annual report.
The terms of reference of Audit Committee are confined to Companies Act 2013 &
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015 read with Part-C of Schedule II.
During the year under review, the Board has accepted all the recommendations of the
Audit Committee. The details of meetings with attendance thereof and terms of reference of
Audit Committee have been provided in the Corporate Governance Report which forms part of
this report.
(iii) Nomination and Remuneration Committee
The Company has formed the Nomination and Remuneration Committee in accordance with the
provisions of the Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015. The details about the
composition of the said committee of the Board of Directors along with attendance thereof
have been provided in the Corporate Governance Report forming part of this report.
(iv) Stakeholder Relationship Committee
The Company has also formed Stakeholder's Relationship Committee in compliance to the
Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details about the composition of the said committee
of the Board of Directors along with attendance thereof have been provided in the
Corporate Governance Report forming part of this report.
28. Disclosure on Pubic Deposit
During the year under review, the Company has neither accepted nor renewed any deposits
in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.
29. Managing the Risks of Fraud, Corruption and Unethical Business Practices
Disclosure on Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its
vigil mechanism. The purpose of this Policy is to enable any person including the
directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable
and improper practices and/or any unethical practices in the organization without the
knowledge of the management. All employees shall be protected from any adverse action for
reporting any unacceptable or improper practice and/or any unethical practice, fraud or
violation of any law, rule or regulation, potential or actual violation, leakage of
unpublished price sensitive information without fear of reprisal.
The Company believes in the conduct of its affairs and its constituents by adopting the
highest standards of professionalism, honesty, integrity, and ethical behavior, in line
with the Code of
Conduct (‘Code'). All the stakeholders are encouraged to raise their concerns or
make disclosures on being aware of any potential or actual violation of the Code, policies
or the law. Periodic awareness sessions are also conducted for the same. The Board has
formulated policy on Vigil Mechanism/ Whistle blower Policy and the same may be accessed
at the website of the Company.
30. Significant and material orders passed by the regulators or courts or tribunals
impacting the going concerns status and company`s operations in future
The Company has not received any significant or material orders passed by any
regulatory authority, court or tribunal which shall impact the going concern status and
Company`s operations in future.
31. Corporate Governance
Good Corporate practice is a norm at Bisil Plast Limited. The Company is committed to
maintain the highest standards of Corporate Governance and adhere to the Corporate
Governance requirements set out by the Securities and Exchange Board of India (SEBI).
Besides complying with the legal framework of Corporate Governance Practices. As per the
requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 executed with the Stock Exchange(s), Your Company has complied with the
Corporate Governance norms as stipulated under the Listing Regulations. A detailed report
on Corporate Governance forms part of this Annual Report.
As per Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, the compliance with the corporate governance provisions as specified in
Regulation 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 shall not
apply, in respect of
a) The listed entity having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of
previous financial year. b) The listed entity which has listed its specified securities on
the SME Exchange.
As the company falls under the ambit of the aforesaid exemption, compliance with the
Corporate Governance provision specified in the aforesaid Regulation shall not be
applicable to the Company.
Therefore it is not required to submit Corporate Governance Report for the quarter and
Annual year ended March 31st, 2025.
32. Management Discussion & Analysis Report
As per requirements of Listing Regulations, a detailed review of the developments in
the industry, performance of the Company, opportunities and risks, internal control
systems, outlook etc. of the Company is given under the head Management Discussion and
Analysis Report, which forms part of this Annual Report.
33. Sexual Harassment of Woman at work place
The Company has zero tolerance for sexual harassment at workplace and had in place
policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at
workplace in accordance with the requirements of Sexual Harassment of Women at Workplace
(Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013(POSH Act) and Rules made thereunder, the Company
has constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender
neutral, detailing the governance mechanisms for prevention of sexual harassment issues
relating to employees across genders including employees who identify themselves with
LGBTQI+ community. During the year, company has not received any sexual harassment
complaints.
To build awareness in this area, the Company has been conducting induction/refresher
programmes in the organisation on a continuous basis. During the year, your Company
organised offline training sessions on the topics of Gender Sensitisation and Code
Policies including POSH for all office and factory-based employees.
During the year under review, no complaint pertaining to sexual harassment at work
place has been received by the Company.
34. Independent Director's familiarisation Programme
The Company has formulated a programme for familiarization of Independent Director with
regard to roles, rights, responsibilities, nature of the industry in which the Company
operates, the business model of the Company etc. The details of the Familiarization
Programmes as conducted by the Company are available on the website of the Company at
https://www.bisilplast.com/. However, during the year under review, there was no change in
the nature of business of the company and its business vertical/structure/operational
strategy, etc., which would have necessitated fresh Familiarization Programme for
Independent Directors. The details of familiarisation program may be accessed on the
Company.
35. Secretarial Standards
The 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.
36. Investor Services
To improve investor services, your Company has taken the following initiatives:-
An Investor Relation Section on the website of the Company
(https://www.bisilplast.com/) has been created to help investors to know the policies and
rights of investors.
There is a dedicated e-mail id bisilplast@yahoo.com for sending communications
to the Company Secretary. Members may lodge their requests, complaints and suggestions on
this e-mail as well.
37. Listing
The Company's equity shares are listed on BSE Limited ("BSE") having
nation-wide trading terminals. Annual listing fee for the Financial Year 2025-26 have been
paid to BSE.
38. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review: a) Details relating to deposits covered under Chapter V of the Act. b) Issue of
equity shares with differential rights as to dividend, voting or otherwise. c) The Company
does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees. d) Any remuneration or commission
received by Managing Director of the Company, from any of its subsidiary. e) During the
period No fraud has been reported by the Auditors to the Audit Committee or the Board. f)
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. g) There
was no instance of onetime settlement with any Bank or Financial Institution.
39. Compliance with the Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave. The Company also ensures that no discrimination is made
in recruitment or service conditions on the grounds of maternity. Necessary internal
systems and HR policies are in place to uphold the spirit and letter of the legislation.
40. Details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year along with their status as at the end of the
financial year:
During the year under review and till date of this Report, the Company has neither made
any application against anyone nor any proceedings were pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
41. Details of difference between the amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof: The Company has neither availed any loan
from banks or financial institution and hence there is no application being ever made for
One Time Settlement (OTS) with any banks or financial institution.
42. Appreciation
Your Company has been able to perform efficiently because of the culture of
professionalism, creativity, integrity and continuous improvement in all functions and
areas as well as the efficient utilization of the Company's resources for sustainable and
profitable growth. The Directors hereby wish to place on record their appreciation of the
efficient and loyal services rendered by each and every employee, without whose
whole-hearted efforts, the overall satisfactory performance would not have been possible.
The Directors appreciate and value the contribution made by every member of the Bisil
Plast Limited family.
|
By the order of the Board of Directors |
|
|
|
For Bisil Plast Limited |
|
Sd/- |
Sd/- |
| Place: Ahmedabad |
Kevinkumar Mansukhlal Saparia |
Jagdip Panachand Vora |
| Date:14th August , 2025 |
Managing Director |
Director |
|
(DIN: 06511140) |
(DIN:- 09518891) |
|