Dear Members,
The Board of Directors are pleased to present the Companys 35" Annual Report and
the Companys Audited Financial Statements for the Financial Year ended on 31% March,
2023.
RESULTS OF OUR OPERATIONS
The Companys financial performance for the year ended 31"March, 2023 is
summarised below:
(Rs. in lakhs, except per equity share data)
| Particulars |
31 March, 2023 |
31 March, 2022 |
| Revenue from operations |
11,558.97 |
10,406.17 |
| Other Income |
9.39 |
21.17 |
| Total Income |
11,568.37 |
10,427.33 |
| Profit Before Interest, Depreciation, Exceptional Items and Tax |
707.94 |
515.16 |
| Less: Interest |
220.98 |
139.81 |
| Less: Depreciation |
366.70 |
313.70 |
| Profit Before Exceptional Items and Tax |
120.26 |
61.65 |
| Less: Exceptional Items |
Nil |
Nil |
| Profit Before Tax |
120.26 |
61.65 |
| Less: Current Tax |
7.68 |
- |
| Less: MAT Credit (entitlement)/ utilization |
- |
- |
| Less: Earlier Year Income Tax |
- |
- |
| Less: Deferred Tax |
15.92 |
26.88 |
| Profit After Tax |
96.66 |
34.77 |
| Total comprehensive income for the year attributable to the owners of the Company |
105.56 |
36.24 |
| Earnings per share (EPS) |
|
|
| Basic (Rs.) |
9.01 |
3.24 |
| Diluted (Rs.) |
9.01 |
3.24 |
PERFORMANCE OF THE COMPANY
The turnover including other income of the Company for the Financial Year 2022-23
amounted to Rs. 11,568.37 Lakhs as against last year’s Rs. 10427.33 Lakhs. The Profit
before exceptional items and tax is Rs. 120.26 Lakhs as against Rs. 61.65 Lakhs of last
year. Profit for the year is Rs. 96.66 Lakhs as against Rs. 34.77 Lakhs of last year.
ANNUAL RETURN
As per the provisions of Section 92(3) read with Section 134(3) of the Act, Annual
Return for the Financial Year ended on 31% March, 2023, in prescribed Form No. MGT 7 is
available on the website of the Company on
https://www.purityflexpack.com/reports/annual-return/MGT%207%202023. pdf
DIVIDEND
In view of retain the resources and future expansion, your directors have not
recommended dividend for the year ended 31" March, 2023.
SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 6,00,00,000/- {Rupees Six Crores
Only) divided into 60,00,000 Equity Shares of Rs. 10/- each. There was no change in the
capital structure of the Company during the Financial Year under review. The paid up
Equity Share capital as on 31" March, 2023 was Rs. 1,07,34,000/-.
LISTING OF SHARES
The Companys shares are listed on BSE under Scrip Code 523315. The ISIN code of the
Company is INE898001010.
NATURE OF BUSINESS
There was no change in the nature of business during the Financial Year under review.
SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
The Company does not have any Subsidiary, Associate &Joint Venture Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the Securities and Exchange
Board of India (“SEBI”). The disclosures as required under Schedule V to the
SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed as
Annexure : of this Annual Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of Corporate Governance is attached to
the report on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD
The Board met five (5) times during the Financial Year. The meeting details are
provided in the Corporate Governance Report that forms part of this Annual Report. The
maximum interval between any two meetings did not exceed 120 days, as prescribed by the
Companies Act, 2013.
COMMITTEES OF THE BOARD
As on 31" March, 2023, the Board had three committees viz. the Audit Committee,
the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. A
majority of the committees consists entirely of independent directors. During the year,
all recommendations made by the committees were approved by the Board. A detailed note on
the composition of the Board and its committees is provided in the Corporate Governance
Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Financial Statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under the historical cost convention on accrual basis except for
certain financial instruments, which are measured at fair values, the provisions of the
Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are
prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies
{Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016. Accounting policies have been consistently applied except where a
newly-issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.
The directors confirm that:
- In preparation of the annual accounts for the Financial Year ended 31"March, 2023,
the applicable accounting standards have been followed and there are no material
departures.
- They have selected such accounting policies and applied them consistently and made
judgments 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
of the Company for that period.
- They have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
- They have prepared the annual accounts on a going concern basis.
- They have laid down internal financial controls, which are adequate and are operating
effectively. vi. They have devised proper systems to ensure compliance with the provisions
of all applicable laws, and such systems are adequate and operating effectively.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Boards report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments, which affect the financial
position of the Company, that have occurred between the end of the Financial Year to which
the Financial Statements relate and the date of this report.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As of 31" March, 2023, the Board had eight
members, two of whom are executive directors, two non-executive and non-independent
directors and four independent directors. There is one Woman director on the Board. The
policy of the Company on directors’ appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under Sub-section (3) of Section 178 of the Companies Act,
2013, is available on our website, at www.purityflexpack.com. We affirm that the
remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.
EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualifications, reservations or adverse remarks made by the either by the
Auditors or by the Practicing Company Secretary in their respective reports.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the Financial Statements provided in this Annual Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars, as prescribed under Sub-section (3){m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure ll to
the Boards report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis is set out as Annexure lll of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure
IV.
STATE OF COMPANYS AFFAIRS
The Company is engaged in the business of packaging. There is no change in the business
of the Company during the Financial Year ended 31% March, 2023. Further information on the
business overview and outlook and state of the affairs of the Company is discussed in
detail in the Management Discussion & Analysis.
CORPORATE SOCIAL RESPONSIBILTY
In accordance with the provisions of Section 135 of the Companies Act, 2013 and the
said Rules, your Company has adopted CSR policy with the approval of the Board. It may be
accessed on the Companys website at the www.purityflexpack.com.
The Report on CSR activities in terms of the requirements of Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed as Annexure V, which forms part of
this Report. The Company has not constituted the Corporate Social Responsibility Committee
(‘CSR Committee) as per Section 135(9) of the Act, where the amount of CSR to be
spent does not exceed fifty lakh rupees, the requirement of constitution of Corporate
Social Responsibility shall not be applicable and the functions of such committee shall be
discharged by the Board of Directors of the Company.
Your Company is committed to CSR and strongly believes that the business objectives of
the Company must be in congruence with the legitimate development needs of the society in
which it operates. During the year under review the Company incurred a CSR Expenditure of
Rs. 10.40 Lakhs which was more than statutory limits required to be spent by the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mrs. Kokila Patel, Director of the Company, retires by rotation at the ensuing
AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration
Committee has recommended here-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of
the Listing Regulations. The Board of Directors further confirms that the Independent
Directors also meet the criteria of expertise, experience, integrity and proficiency in
terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2019.
FORMAL ANNUAL EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other
Individual Directors {including Independent Directors) which include criteria for
performance evaluation of Non-Executive Directors and Executive Directors.
In accordance with the manner specified by the Nomination and Remuneration Committee,
the Board carried out annual performance evaluation of the Board, its Committees and
Individual Directors. The Independent Directors carried out annual performance evaluation
of the Chairperson, the non-independent directors and the Board as a whole. The Chairman
of the respective Committees shared the report on evaluation with the respective Committee
members. The performance of each Committee was evaluated by the Board, based on report on
evaluation received from respective Committees. A consolidated report was shared with the
Chairman of the Board for his review and giving feedback to Director.
RISK MANAGEMENT POLICY
The Company has a well defined process in place to ensure appropriate identification
and mitigation of risks. The Risk Management has been entrusted by the Board with the
responsibility of identification and mitigation plans for ongoing operations of the
Company. Elements of risks to the Company are listed in the notes to the Financial
Statements.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
CODE OF CONDUCT
The code of conduct has been put on the Companys website www.purityflexpack.com. The
members of the board and senior management personnel have affirmed the compliance with the
Code applicable to them during the year ended 31% March, 2023. The Annual Report contains
declaration to this effect signed by Mr. Anil Patel Chief Executive Officer (MD) and Mr.
Kunal Patel Chief Financial Officer (WTD) of the Company.
AUDITORS AND AUDITORS’ REPORT
A. Statutory Auditors
The Companys Statutory Auditors, M/s. Shah Mehta and Bakshi, Chartered Accountants
(firms’ registration no:203824W), were appointed as Statutory Auditors of the Company
for a period of five consecutive years at the 34" Annual General Meeting held on
25" June, 2022 on a remuneration mutually agreed upon by the Board of Directors based
on the recommendation of the Audit Committee and the Statutory Auditors.
The requirement of seeking ratification of members for continuing the appointment of
Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017
w.e.f. May 7, 2018.
M/s. Shah Mehta and Bakshi, Chartered Accountants have confirmed that they are eligible
and are in compliance with the provisions specified under Section 141(3)(g) of the Act and
they are not disqualified to act as Statutory Auditors in terms of the provisions of
Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.
The Report of the Statutory Auditor forming part of the Annual Report does not contain
any qualification, reservation, adverse remark or disclaimer. The observations made in the
Auditors’ Report are self-explanatory and therefore do not call for any further
comments.
B. Secretarial Auditors
The Board had appointed Mr. Devesh R. Desai, Practicing Company Secretary, to conduct a
secretarial audit for the Financial Year 2022-23. The Secretarial Audit Report for the
Financial Year ended 31% March, 2023 is attached herewith as Annexure VI. The Secretarial
Audit Report does not contain any qualification, reservation, or adverse remark.
C. Cost Auditors
In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, it is hereby confirmed that the cost accounts and records are made
and maintained by the Company as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013. The Board of Directors at its meeting held on
26"July, 2023 has appointed M/s. Chetan Gandhi and Associates, Cost Accountants (FRN.
101341), as the Cost Auditors for conducting the Cost Audit for the Financial Year
2023-24. As required under the Act, the remuneration payable to the cost auditor is
required to be placed before the members in a general meeting for their ratification. The
Cost Audit report for the Financial Year ended 31"March 2023; after being taken on
record by the Board shall be filed with MCA within the stipulated time.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies
{Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto, excluding
the information on employees’ particulars which is available for inspection by the
members at the Registered office of the Company during business hours on working days of
the Company up to the date of ensuing Annual General Meeting. If any member is interested
in inspecting the same, such member may write to the Compliance Officer in advance.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT,
2013 During the year under review, your Company has not received any complaint under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal} Act,
2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of Section 177(9) of the Companies Act, 2013, Rules framed thereunder and
Regulation 22 of the SEBI Listing Regulations, the Company has put in place a system
through which the Directors and Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Companys Code of Conduct & Ethics
without fear of reprisal. The Employees and Directors may report to the Compliance Officer
and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy
is placed on the website of the Company www.purityflexpack.com.
COMPLIANCE CERTIFICATE
The CEO and CFO have certified to the Board with regard to the Financial Statements and
other matters as required under Regulation 17(8) read with Part B of Schedule Il to the
SEBI Listing Regulations.
INSURANCE
All the properties of the Company have been adequately and appropriately insured.
ACKNOWLEDGMENTS
The Directors gratefully acknowledge the support given by the Customers, Dealers,
Distributors, Suppliers, Bankers, various departments of the Central and State
Governments, Local Authorities and also the Shareholders of the Company.The Directors
appreciate and value the contribution made by every member of the Purity Flexpack Limited.
On behalf of the Board For Purity Flexpack Limited
AnilPatel
Place: Vanseti
Chairman & ManagingDirector
Date: 26" July,2023
DIN :00006904
+91-9892691696
