Your Directors are pleased to present their Twenty Fourth Annual Report and the Company’s AuditedFinancialStatement for the financial year ended 31st March 2025.
The Company’s financial performance, for the year ended 31st March, 2025 is summarized below:
(Rs in ‘000)
PARTICULARS
STANDALONE
31.03.2025
31.03.2024
Net Sales /Income from Business Operations
85,728
1,45,488
Other Income
6,266
6,681
Total Income
91,994
1,52,170
Less Total Expenses
(91,288)
(1,48,006)
Profit after depreciation and Interest
706
4,163
Less Current Income Tax
-
(758)
Less Previous year adjustment of Income Tax ,
Less Deferred Tax
(263)
(325)
Net Profit after Tax
443
3,081
Dividend (including Interim if any and final )
Net Profit after dividend and Tax
Amount transferred to General Reserve
Balance carried to Balance Sheet
No. of Shares
47816
Earnings per share (Basic)
0.09
0.64
Earnings per Share (Diluted)
We are pleased to inform you that the Company's securities have completed Eleven years on the SMEplatform of the Bombay Stock Exchange. The listing of the Company on a National platform has provided itwith enormous opportunities for the expansion of the business
The Financial Year 2024-2025 was one of the significant year in terms of growth and sustainability. The year2024-2025 was indeed a challenging year but instead of constantly keeping a close watch on the variousfluctuation and by putting best effort to overcome from it, company able to achieve profit.
On a standalone basis, the revenue from operations for FY 2024-2025 is Rs. 91,994,000/- and in previousyear is Rs. 15,21,70,000/- (FY 2023-2024). However, the Net Profit after Tax is Rs. 4,43,000/- as comparefrom the previous year is Rs. 30,81,000/- for FY 2023-2024.
The Management discussion and analysis report, focuses on your Company’s strategies for growth and theperformance review of the businesses / operations in depth and forms part of this Annual Report.
There is no change in the nature of business of the company.
In order to conserve the resources, and to improve the financial position of the Company, the Directors of yourCompany do not recommend any dividend for the current year.
There was no unpaid/unclaimed Dividend declared and paid last year and hence the provisions of Section 125 ofthe Companies Act, 2013 do not apply.
During the year under review, this item is explained under the head “Reserves and Surplus” forming part of the BalanceSheet, as mentioned in the Note No. 2 of the Significant accounting policies and notes forming part of the financialstatements.
During the Financial Year 2024-2025, the share capital of the Company remained unchanged.
There is nil shares in suspense account.
There is no such shares as per Section 67(3) of the Companies Act, 2013.
No material changes and commitments affecting the financial position of the Company occurred between theends of the financial year to which this financial statement relate on the date of this report.
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings andoutgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014 is furnished in Annexure I and is attached to this report.
Pursuant to applicable provisions of the Act, the Members of the Company at the AGM held on 29-09-2021,appointed M/s. Pankaj Verma & Associates (FRN No: 322593E), as the Statutory Auditors of the Company for aperiod of five years, from the conclusion of 22nd AGM till the conclusion of 27th AGM of the company. Therefore,
M/s. Pankaj Verma & Associates (FRN No: 322593E), Chartered Accountants, shall continue as statutory auditorsof the Company. They have also confirmed that they hold a valid peer review certificate as prescribed underRegulation 33(1) (d) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015.
The Auditors' Report for the financial year ended 31st March, 2025 on the financial statements of the Company is apart of this Annual Report. There is no qualification, reservation or adverse remark made by the Statutory Auditorsin their report. The Auditors have not reported any incident of fraud in terms of Section 143 (12) of the Act. TheNotes on Financial Statements referred to in the Auditors' Report are self- explanatory and do not call for anyfurther comments.
M/S Hemant Sharma & Associates, Company Secretaries, were appointed by the Board as the SecretarialAuditor of your Company to conduct secretarial audit for the financial year ended 31st March, 2025.
The Report of the Secretarial Auditor, pursuant to Section 204 of the Act, is provided as the Annexure-Cforming part of this Report. The Secretarial Auditor have confirmed that the Company has complied with theapplicable laws and that there are adequate systems and processes in the Company commensurate with itssize and scale of operations to monitor and ensure compliance with the applicable laws.
The Board has approved appointment of M/s. Hemant Sharma & Associates, Company Secretaries as theSecretarial Auditor of the Company, subject to the approval of the Members, to conduct secretarial audit fora period of five consecutive financial years commencing from the financial year 2025-2 02 6.
The Company has appointed Prem Suman (M. No. 066806) partner of P. Suman & Associates (FirmRegistration No. 327089E) as Internal Auditor of the Company for the Financial Year 2024-2025 inaccordance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.
The provision for conducting Cost Audit and or maintaining Cost Record as per the Act does not apply to yourCompany during the financial year under report.
There were no qualifications, reservations or adverse remarks made by the Auditors.
The Key Managerial Personnel of the Company are as follows:
Mr. Sourav Mondal
Chief Financial Officer
Ms. Sunita Shroff
Whole-time Director
Ms. Anjali Gupta
Company Secretary
During the financial year 2024-2025 under review, there is no change in directors or KMP
The Company has received declaration from all the Independent Directors of the Company confirming that theymeet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 andunder LODR guidelines, 2016 of Listing Agreement entered into with the Stock Exchanges.
As required under Regulation 25(3) of SEBI (Listing Obligation ad Disclosure Requirements) Regulation, 2015 andSchedule IV of the Act, Mr. Pramod Kumar Agrawal and Mr. Abhay Goenka, the Independent Directors of theCompany had a separate meeting held on 03rd February, 2025.
A declaration by the Independent director(s) under sub- section (6) of section 149 of the Companies Act, 2013has been received in the meeting. Pursuant to provision of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nominationand Remuneration Committee of the Company a structured questionnaire was prepared after taking intoconsideration the various aspect of the Board Functioning, composition of the Board and its Committee,culture execution and performance of specific duties, obligations and governance.
A certificate has been received from Practicing Company Secretaries - M/s. Hemant Sharma & Associates,pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that none of theDirectors on the Board of the Company has been debarred or disqualified from being appointed orcontinuing as directors of companies by the Securities and Exchange Board of India, Ministry of CorporateAffairs or any such statutory authority. The same is annexed to this Report as Annexure - III.
The Board of Directors duly met on 22nd June 2024; 27th August, 2024; 14th November, 2024;03rd February, 2025 and 10th March, 2025. The maximum gap between two Board meetings was not morethan one hundred and twenty days as per the Section 173(1) of the Companies Act, 2013.The details of Boardmeetings held during the financial year, attendance of Directors at the meetings, etc., have been providedseparately in the report on corporate governance forming part of this Annual Report.
Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors hasconstituted various committees such as Audit Committee, Nomination & Remuneration Committee,Stakeholders Relationship Committee, Risk Management Committee and Sexual Harassment Committee.
The details of all the above committees along with composition, terms of reference, attendance at meetingsand meetings held during the year, are provided in the "Corporate Governance Report” forming part of thisAnnual Report
(a) Company's policy relating to directors appointment, payment of remuneration and discharge of their duties:
The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the variousprinciples of remuneration and covers the procedure for selection, appointment and compensation structure ofBoard members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of yourCompany.
(b) Performance evaluation:
The Nomination and Remuneration Committee (NRC) of your Company has formulated and laid down criteriafor Performance Evaluation of the Board (including Committees) and every Director (including IndependentDirectors) pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors(Schedule IV) and Section 178 of the Companies Act, 2013 and the regulation 19 of SEBI LODR guidelines,2015 covering inter-alia the following parameters namely:
1. Board Evaluation
2. Board Committee Evaluation
3. Individual Director Evaluation
Based on these criteria, the performance of the Board, various Board Committees viz. Audit Committee,Nomination and Remuneration Committee and Individual Directors (including Independent Directors) wasevaluated to be satisfactory.
During the year under review, the Independent Directors of your Company reviewed the performance of Non¬Independent Directors and Chairperson of your Company, taking into account the views of Executive Directors andNon-Executive Directors.
The policy aims to attract, retain and motivate qualified people at the executive and at the board levels andensures that the interests of Board members & senior executives are aligned with the business strategy,objectives, values and long-term interests of the Company. The Policy is available as an annexure IV
The Company does not have any Subsidiaries, Joint Ventures or Associates Companies during the year underreview.
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors andemployees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation ofthe company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of theCompany
As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies(Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for FY 2024-2025 isuploaded on the website of the Company i.e. www.polymacthermoformers.com.
No such orders have been passed against the Company.
The Company has in place adequate internal financial controls with reference to financial statements. Duringthe year, such controls were tested and no reportable material weaknesses in the design or operation wereobserved.
During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of theCompanies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
The Company has not developed and implemented any Corporate Social Responsibility initiatives as theprovisions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social ResponsibilityPolicy) Rules, 2014 are not applicable.
There were no loans, guarantees, investments made by the Companies under Section 186 of the CompaniesAct, 2013 during the year under review which was as per section 186 of the Companies Act, 2013.
All the related party transactions of your Company are entered on arm's length basis and are in compliance withthe applicable provisions of the Companies Act, 2013 and the Listing Agreement. There are no materiallysignificant transactions made by the Company with Promoters, Directors or Key Managerial Personnel (KMPs)which have potential conflict with the interest of your Company at large .Members may refer to the notes to thefinancial statements for details of related party transactions. Since all related party transactions entered into byyour Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is notapplicable to your Company.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no such employeesdrawing remuneration in excess of the limits set out in the said rules.
In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitledthereto, excluding the information on employees' particulars which is available for inspection by the Members atthe Registered Office of the Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may writeto the Company Secretary in this regard.
As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015"15(2) Thecompliance with the corporate governance provisions as specified in regulations 17, 18,19, 20, 21,22, 23, 24,25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule Vshallnot apply, in respect of -15(2)(b): the listed entity which has listed its specified securities on the SMEExchange Provided that for other listed entities which are not companies, but body corporate or are subject toregulations under other statues, the provisions of corporate governance provisions as specified in regulation 17,18, 19, 20,21,22, 23, 24, 25, 26, 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and para C , Dand E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines ordirectives issued by the relevant authorities. Hence your company is exempted to comply with aforesaidprovisions of the SEBI (LODR) Regulation, 2015
Your Company firmly believes in providing a safe, supportive, and friendly workplace environment. A positiveworkplace environment and great employee experience are integral part of its culture. Your Company continues totake various measures to ensure a workplace free from discrimination and harassment based on gender.
Your Company has a Sexual Harassment Committee to provide clarity around the process to raise such a grievanceand resolved. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 are provided in the ‘Business Responsibility and Sustainability Report and CorporateGovernance Report forming part of this Annual Report.
The following is a summary of sexual harassment complaints received and disposed-off during the year 2024-25:
No. of Complaints pending at the beginning of the Financial Year
Nil
Number of Complaints received during the Financial Year
Number of Complaints disposed off during the Financial Year
Number of Complaints unsolved at the end of the Financial Year
Number of cases pending for more than ninety days
Your company already has “Risk Management Policy” in writing which is also uploaded on the website of thecompany. The policy is regularly updated taking into consideration the changes taking place in the businessenvironment. Your company manages monitors and reports on the principal risks and uncertainties that canimpact its ability to achieve its strategic objectives.
The Company has adhered to applicable Secretarial Standard i.e. SS-1 and SS-2, relating to "Meeting of theBoard of Directors’ and "General Meetings”.
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicableaccounting standards 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 andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company asat 31st March, 2025 and of the profit /loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting recordsinaccordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
(f) the directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.
Management's Discussion and Analysis Report for the year under review, as stipulated under LODR Guidelines ispresented in a separate section forming part of the Annual Report and enclosed as Annexure V.
Neither any application was made nor any proceeding pending under the insolvency and Bankruptcy code, 2016.
As company has not done one time settlement during the year under review hence no disclosure is required.
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicableamendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportiveworkplace for women employees. All eligible women employees are provided with maternity benefits as prescribedunder the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection fromdismissal during maternity leave. However, no instances arose wherein maternity benefits were availed by anywoman employee of the Company.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds ofmaternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
For the purpose of comply with the PIT regulation & In the interest of general public, fair trading in securitiesmarkets and to prohibit insider trading in corporate and other organizations, Securities and Exchange Board ofIndia (SEBI) has enacted SEB I(Prohibition of Insider Trading) Regulations, 2015, (hereafter referred to as “PITregulations”) which sets clear rules and procedures for dealing in securities by the Promoters, Directors, KeyManagerial Personnel (KMP) and other Designated Persons those who have access to Unpublished Price SensitiveInformation(UPSI -information which is not published, but which may affect the share price when it getspublished) in an Organization, We are aware of the compliance requirement of Structured Digital Database (SDD)pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations, 2015 (PIT Regulations) And certify that:
Sr. No.
Compliance Requirement
Yes/No
Observation/Remark
1.
The Company has a StructuredDigital Database in place
Yes
The company has its structured DigitalDatabase
2.
Control exists as to who canaccess the SDD
The absolute control exists as the user's name& Password is captured by the system
3.
All the UPSI disseminated for FY2024-2025 have beenCaptured in the Database
All the UPSI disseminated for FY 2024-2025have been captured in the Database
4.
The system has captured natureof UPSI alongwith date and time
We have captured the nature of UPSIalongwith date and time
5.
The data base has beenmaintained internally and anaudit trail is maintained
The data base has been maintained internallyon audit trail exists
6.
The data base is non - tamperableand has the capability to maintainthe records For 8 years.
The data base is non - temperable
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and variousGovernment Authorities for their continued support extended to your Companies activities during the year underreview. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposedon your Company.
By Order of the BoardFor POLYMAC THERMOFORMERS LIMITED
Place: KolkataDate: 28/08/2025
Sd/- Sd/-
PUSPJEET KUMAR SUNITA SHROFF
(Director) (Whole time Director)
DIN.: 00548463 DIN: 08797136