We have great pleasure in presenting Thirtieth Annual Report on the working of the company togetherwith the Annual Accounts for the year ended on 31st March 2024 and trust that the same will meetyour approval.
Particulars
2023-24
Amount in Lakhs
2022-23
Sales & Other Income
1,669.71
1,606.50
Profit/(Loss) before Depreciation and
125.92
52.44
Less: Depreciation
28.39
26.29
Less: Exceptional Items
-
Profit/(Loss) before Tax
97.54
26.14
Less: Provision for taxation
13.38
7.22
Profit/(Loss) after taxation
84.16
18.93
Other Comprehensive Income
(0.89)
(1.91)
Total Comprehensive Income
83.27
17.01
Add: Balance of last year brought
216.36
199.35
Balance Profit/(Loss) available for
299.63
Less: Transfer to General Reserve
Proposed Dividend
Dividend Distribution Tax
Balance Profit/(Loss) Carried to
The sales turnover of the company amounted to Rs. 1,594.13 Lakhs in the current year as compared toRs.1,603.31 Lakhs in the previous year which shows an decrease of about 0.57%. The company hasearned net profit after tax of Rs.83.27 Lakhs during the year as against Rs.17.01 Lakhs in last year.Profit Before Depreciation and tax and before exceptional items (PBDT) is Rs. 125.92 Lakhs duringthe Current year as against Rs.52.44 Lakhs in last year. Your Directors are making constant efforts forincreasing the business of the company.
During the year under review, the company has neither issued nor bought back shares. The Capital ofthe company remains same as under.
Authorized Share Capital
Rs.3,75,00,000 divided into 37,50,000 shares of Rs. 10 each
Issued Share Capital
Rs.3,50,00,000 divided into 35,00,000 shares of Rs. 10 each
Paid Up Share Capital
Rs.3,39,75,000 divided into 33,97,500 shares of Rs. 10 each
The Capital of the Company consist only of equity shares.
Your Directors do not recommend dividend for the year under review, in order to strengthen the longterm resources of the Company.
The Company has not transferred any amount to reserves.
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE).
There have been no material changes and commitments, affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.
8 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’SOPERATIONS IN FUTURE
During the year under review there have been no such significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company's operations in
As on March 31 2024 the company does not have any subsidiary or joint venture or associate.
The Company has in place a dynamic Risk management framework for a systematic approach tocontrol risks as the framewrok identifies, evaluates business risks and oppurtunities and seeks to createtransparency and minimize adverse impact on the business The Risk Management Process isappropriately handled by functional heads. As on Date, the comany envisage risks which could
The Company is not required to constitute a Corporate Social Responsibility Committee as it does notfall within the purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required toformulate policy on corporate social responsibility.
The composition of Board of Directors is well balanced with a view to manage the affairs of theCompany efficiently and professionally.
Name of Director
Status
Category
Ashish D. Panchal
Managing Director
Non-Independent and Executive
Kantaben D. Panchal
Director
Non-Independent and Non-Executive
Rakeshbhai N. Panchal*
Independent and Non-Executive
Khusboo Fenil Kansara
The Independent Director of the Company furnished a declaration at the time of his appointment thathe qualifies the tests of his being independent as laid down under Clause 16(1)(b).The attendancerecord of the Directors at the Board Meeting held during the financial year ended on 31st March, 2024and the last Annual General Meeting (AGM).
As per section 152 of the Companies Act, 2013 and clause 110 of Article of Association of theCompany Mrs. Kantaben Panchal is liable to retire by rotation and being eligible, offers himself for re-
*During the year there is no changes in composition of Board of Director. However, after the closureof the year under review, Mr. Rakeshbhai N. Panchal has been resigned as an Independent Director ofthe Company w.e.f 31st July, 2024 due to completion of his tenure and in his place Mr. PankajkumarRamanbhai Parmar has been appointed as an additional Independent director w.e.f. 31.07.2024 for aterm of five years.
As per the provisions of Sub section 3(c) of Section 134 (5) of the Companies Act 2013 the Directorshereby state and confirm that:
1 in the preparation of the Annual Accounts, the applicable accounting standards have beenfollowed and that no material departures have been made from the same;
2 they have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit of the Company for that
3 they have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
4 they have prepared the Annual Accounts on a going concern basis.
5 they had laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
6 they had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The Company do have formation of board as per Companies Act, 2013 as well as per ListingAgreement and SEBI Listing Obligations (Disclosures & Requirements) Regulations, 2015 all theindependent director attending the meetings of the Company and have given declaration to theCompany stating their independence pursuant to Section 149(6) of the Companies Act, 2013. ThereThe Inde pendent Directors have met once in the FY 2023-2024. The detads ofattendance are asunder:
Sr No
Date of the Meeting
1
30th May, 2023
Name of the Members
Designation
Meetings Attended during
Rakeshbhai N. Panchal
Four Meetings of the Board were held during the year as mentioned below :
Date of the Board Meeting
4
30th January, 2024
2
08th August, 2023
3
03rd November, 2023
The Board meets at least once in every quarter to review and approve the quarterly financial result oncompliance with Regulation 33 of SEBI Listing Obligations (Disclosures & Requirements)Regulation, 2015.
Name of the Director
No. Of BoardMeetingsattended
Attendance atLast AGM
27.09.2023
Mrs. Khusboo FenilKansara
The Formation of the Audit Committee is as per the Section 177 of the Companies Act, 2013. During
the Year under review the committee has meet four times as mention below
MeetingsAttendedduring theYear
Member
Chairman
The Formation of the Nomination and Remuneration Committee is as per the Section 178 of theCompanies Act, 2013. During the Year under review the committee has meet one time as mentioned
Meetings
Attendedduring theYear
The Company has adopted Remuneration policy in which the criteria for appointment of independentdirector, executive and non-executive directors are mentioned along with the payment of remunerationand sitting fees to the director. Further, criteria for making payment, if any, to nonexecutive directorsare provided under the Nomination and Remuneration Policy of the Company which is hosted on thewebsite of the Company viz; www.ashishpolyplast.com.
To comply with the provisions of Companies Act, company has formed Stakeholders RelationshipCommittee. The object of the committee to look into complaints if any and redress the sameBesides, the committee approves, if any, allotment, transfer & Transmission of shares, Debentures,issue of any new certificates on split \ consolidation \ renewal etc.as may be referred to it. Details ofthe Said Committee meeting are mentioned below:
With the advent of the new Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 , the listed entities are required to make disclosure in the AnnualReport about the details of share in Demat Suspense Account / Unclaimed Suspense Account. TheDetails of the same is mentioned below:
Aggregate number of shareholders and the outstanding
NIL
Number of shareholders who approached listed entityfor transfer of shares from suspense account during the
Numbers of shareholders to whom shares weretransferred from suspense account during the year.
Aggregate number of shareholders and the outstandingshares in the suspense account lying at the end of the
The voting rights on these shares shall remain frozentill the rightful owner of such shares claims the shares
Not Applicable
Persuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, astructured qustionnaire was prepared after taking into consideration of the various aspects of the boardfunctions, composition of the board amd its committees, culture, execution and performance of
The perfomance evaluation of the independent Directors was completed. The perfomance evaluationof the chairman and the Non-Independent Directors was carried out by the Independent Directors. TheBoard to Directors expressed their satisfaction with the evaluation process.
The Company has constituted a Nomination and Remuneration Committee under Section 178(1) of theCompanies Act, 2013 which determines Directors' remuneration policy and criteria for determiningqualifications, positive attributes, independence of a Director and other matters provided under Sub -Section (3) of Section 178.
The information required under section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
There was no employee drawing remuneration of Rs. 8,50,000/ per month or Rs. 1,02,00,000/ peryear. The Board of Directors wishes to express its appreciation to all the employees of the company
There is no change during the year in the Key Managerial Personnel of the Company. However Mrs.Aayushi Parth shah (Formaly Aayushi Soni) has resigned from the post of Company secretary andcompliance officer of the company w.e.f 08th July, 2024 and Mrs. Dipti Sharma has been appointed inher place as company secretary and compliance officer of the company w.e.f. 18.07.2024.
There is no change in the nature of the business of the Company done during the year.
During the year under review, the Company has not advanced any loans / given guarantees / madeinvestments covered under the provisions of Section 186 of the Companies Act, 2013.
This is to certify that in order to comply with SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, read with, Regulation 15 (2) (a) of Chapter IV of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 the Paid up capital of the Company ASHISHPOLYPLAST LIMITED is not exceeding Rs. 10 Crores i.e. Rs. 3,39,75,000/- (Rupees Three CroreThirty Nine Lacs Seventy Five Thousand only) and the Net worth is less than Rs. 25 Crores i.e. Rs.6,48,12,754/- (Rupees Six Crore Fourty Eight Lakhs Twelve Thousand Seven Hundred Fifty FourOnly) as on the last day of the previous financial year i.e. 31st March, 2024. Therefore it is notrequired to submit Report on Corporate Governance.
The company has not invited or accepted any fixed deposit from public during the year under reviewand as such, no amount on account of Principal or interest on deposits from public was outstanding ason the date of the Balance Sheet.
M/s. M. R. Pandhi & Associates, Chartered Accountants, Ahmedabad (Firm Regn. No. 112360W)were appointed as the Statutory Auditors of the Company in the annual general meeting held on30.09.2022 for a term of five years from 1st April 2022 upto 31st March 2027.
The Board has appointed M/s. Kamlesh M Shah & Co., Practising Company Secretary to conductSecretarial Audit for the financial year under review. The Secretarial Audit Report for the financialYear ended 31st March, 2024 is annexed herewith marked as Annexure A to this Report.
The Auditor's Report and Secretarial Auditors' Report does not contain any qualifications, reservationsor adverse remarks.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Managementand Administration) Rules, 2014, the annual return of the company is available on the website of thecompany at the link : http://www.ashishpolyplast.com/
The company is registered with both National Securities Depositories Ltd (NSDL) and CentralDepository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scriptsin dematerialized mode.
The Company has internal control system commensurate to the size of its operations. Your company'sStatutory Auditors have confirmed the adequacy of internal control system.
Information on conservation of energy, technology absorption and foreign exchange earnings andoutgo are required to be given pursuant to section 134 for the Companies Act, 2013 read withCompanies (Accounts) Rules, 2014 regarding in the statement annexed as Annexure B hereto forming
The detailed analysis of the operating performance of the Company for the year, the state of affairsand the key changes in the operating environment have been included in the Management Discussionand Analysis Section which forms a part of the Annual Report. (Annexure C)
There were no related party transactions entered into by the company during the financial year, whichattracted the provisions of Section 188 of the Companies Act, 2013. There are no details to bedisclosed pursuant to section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts)Rules, 2014 in Form AOC - 2 in that regard.
A copy of the related party policy for dealing with related party transactions is availaible on thewebsite of the company. Transactions with the related party are disclosed in detail in note no.36 andannexed to the financial statements for the year.
All the related party transactions are duly approved by audit committee as required under theprovisions of the Companies Act, 2013 as well as the related party policy of the company.
As per the Regulation 46 of SEBI (LODR) Regulations, 2015 to the extent applicable, the Companyhas maintained a functional website www.ashishpolyplast.com which has all the details i.e. details ofits business, financial information, shareholding pattern, contact information of the designatedofficials of the Company who are responsible for assisting and handling investor grievances, details ofagreements entered into with the media companies and/or their associates, etc.The contents of the saidwebsite are updated on regular basis.
The Company has established a “Whistle Blower and Vigil Mechanism Policy” for Directors andemployees to report the genuine concerns. The provisions of this policy are in line with the provisionsof Section 177(9) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The boardhas approved a policy for vigil mechanism which has been hosted on the website of the Company. Theweblink for the same is www.ashishpolyplast.com.
l.Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
i The ratio of the remuneration of each Director to the Median Remuneration of the Employeesof the Company for the FY 2023-24 and
ii The percentage increase in remuneration of each Director, Chief Financial Officer, ChiefExecutive Officer, Company Secretary or Manager, if any, in the Financial Year
Sr no
Name
Remunerationpaid inF.Y 2023-24Rs in Lakhs
Remunerationpaid inF.Y 2022-23Rs in Lakhs
Increase inremunerationfrom previousyears Rs inLakhs
Ratio /Times permedian ofthe
employee
remuneratio
n
Ashish D Panchal
Managing
16.20
15.19
1.01000
8.18
Knataben Panchal
Rakesh
Narratomdas
Panchal
Independent
KhusbooFenil Kansara
5
Kalpesh
Navinchandra
Kansara
CFO
4.01
3.87
0.14
2.02
6
Aayushi
Prakashbhai Soni
Company
Secretary
2.93
1.48
iii Median Remuneration of Employees (MRE) of the Company is Rs. 1.98 Lakhs for theFinancial Year2023-24.
iv There was 18 permanent employee on the rolls of the Company during the year ended 31st
A iT ____1. 'y /V-A A
v Average percentage increase made in the salaries of employees other than the managerialpersonnel in the last Financial Year was 7%. Average percentage increase made in the salaryof the managerial personnel in the last Financial Year-N.A
vi Affirmed that the remuneration as per the Nomination Policy of the Company
vii There is no variable component in remuneration of Directors of the Company.
viii The ratio of the remuneration of the highest paid director to that of the employees who are notdirectors but receive remuneration in excess of the highest paid director during the year - N.A.
ix It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the
The Company is commited to creating a healthy & conductive working environment that enableswomen to work without fear of prejudice, gender bias and sexual harrasement and/or any suchorientation in implicit or explicit form. The Company considers sexual harassment as grossmisconduct. Pursuant to the provisions of " The Sexual Harassment of Women at Workplace (Prevention , Prohibition and Redressal) Act, 2013 " and the rules made thereunder, the company hasadopted a " Policy on Protection of Women against Sexual Harrasement at Work Place ". Through thispolicy the Company Seeks to provide protection to its women employees against sexual harassementat work place and thereby provide mechanism for redressal of complaints relating to months
Statements in the Director’s Report and the Management Discussion and Analysis describing theCompany’s objectives, expectations or predictions, may be forward looking within the meaning ofapplicable Securities Laws and Regulations. Actual results may differ materially from those expressedin this statement. Important factors that could influence the Company’s operations include global anddomestic demand and supply conditions affecting selling prices, in capacity additions, availability ofcritical materials and their cost, change in Government’s Policies and tax laws, economic development
The Board takes the opportunity to thank for the continued support received from Banks andgovernment authorities. Your Directors also acknowledge the support received by the Company fromits suppliers of goods & services, agents, dealers, shareholders and other agencies associated with theCompany.
Ashish D. Panchal Kantaben D. Panchal
Chairman & Managing Director Director
Din : 00598209 Din : 00598256
Ahmedabad, 18th July, 2024