ashish polyplast ltd share price Directors report

To,

The Shareholders,

ASHISH POLYPLAST LIMITED

Ahmedabad

We have great pleasure in presenting Twenty Ninth Annual Report on the working of the company together with the Annual Accounts for the year ended on 31st March 2023 and trust that the same will meet your approval.

1 FINANCIAL RESULTS

	2022-23	2021-22
Particulars
	Amount in Lakhs	Amount in Lakhs
Sales & Other Income	1,606.50	1,644.91
Profit/(Loss) before Depreciation and	52.44	71.21
Less: Depreciation	26.29	22.56
Less: Exceptional Items	-	-
Profit/(Loss) before Tax	26.14	48.65
Less: Provision for taxation	7.22	16.49
Profit/(Loss) after taxation	18.93	32.16
Other Comprehensive Income	(1.91)	(1.61)
Total Comprehensive Income	17.01	30.55
Add: Balance of last year brought	199.35	168.80
Balance Profit/(Loss) available for	216.36	199.35
Less: Transfer to General Reserve	-	-
Proposed Dividend	-	-
Dividend Distribution Tax	-	-
Balance Profit/(Loss) Carried to	216.36	199.35

2 COMPANYS PERFORMANCE

The sales turnover of the company amounted to Rs. 1,603.31 Lakhs in the current year as compared to Rs.1,624.05 Lakhs in the previous year which shows an decrease of about 1.28%. The company has earned net profit after tax of Rs.17.01 Lakhs during the year as against Rs.30.55 Lakhs in last year. Profit Before Depreciation and tax and before exceptional items (PBDT) is Rs. 55.44 Lakhs during the Current year as against Rs.71.21 Lakhs in last year. Your Directors are making constant efforts for increasing the business of the company.

3 CAPITAL STRUCTURE

During the year under review, the company has neither issued nor bought back shares. The Capital of the 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.

4 DIVIDEND

Your Directors do not recommend dividend for the year under review, in order to strengthen the long term resources of the Company.

5 TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

6 LISTING AT STOCK EXCHANGE

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE).

7 MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE BOARD REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

8 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

9 SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATES

As on March 31 2023 the company does not have any subsidiary or joint venture or associate.

10 RISK MANAGEMENT POLICY

The Company has in place a dynamic Risk management framework for a systematic approach to control risks as the framewrok identifies, evaluates business risks and oppurtunities and seeks to create transparency and minimize adverse impact on the business The Risk Management Process is appropriately handled by functional heads. As on Date, the comany envisage risks which could threaten the existence of the company

11 CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

12 DIRECTORS

The composition of Board of Directors is well balanced with a view to manage the affairs of the Company 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	Director	Independent and Non-Executive
Khushbu Mahendrabhai Kansara *	Director	Independent and Non-Executive

The Independent Director of the Company furnished a declaration at the time of his appointment that he qualifies the tests of his being independent as laid down under Clause 16(1)(b).The attendance record of the Directors at the Board Meeting held during the financial year ended on 31st March, 2023 and the last Annual General Meeting (AGM).

As per section 152 of the Companies Act, 2013 and clause 110 of Article of Association of the Company Mr. Ashish D. Panchal is liable to retire by rotation and being eligible, offers himself for re-appointment.

* Mrs Khushbu Mahendrabhai Kansara has been appointed as an addittional director w.e.f. 30.08.2022 and is regularised as a director in the annual general meeting held on 30th September 2022. She is recommended and appointed as an Independent Director for a term of five years in the ensuing Annual General Meeting of the company subject to the approval of members of the company.

13 DIRECTORS RESPONSIBILITY STATEMENT

As per the provisions of Sub section 3(c) of Section 134 (5) of the Companies Act 2013 the Directors hereby state and confirm that: 1 in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; 2 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; 3 they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for 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 such internal financial controls are adequate and were operating effectively.

6 they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14 DECLARATION OF INDEPENDENT DIRECTORS

The Company do have formation of board as per Companies Act, 2013 as well as per Listing Agreement and SEBI Listing Obligations (Disclosures & Requirements) Regulations, 2015 all the independent director attending the meetings of the Company and have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013. There has been no change in the circumstances which may affect The Independent Directors have met once in the FY 2022-2023. The details of attendance are as under:

Sr No	Date of the Meeting
1	10th May, 2022

 

Name of the Members	Designation	Meetings Attended during
Rakeshbhai N. Panchal	Independent and Non-Executive	1
Khushbu Mahendrabhai Kansara	Independent and Non-Executive	1

15 NUMBER OF MEETINGS OF THE BOARD:-

Five Meetings of the Board were held during the year as mentioned below :

Sr No	Date of the Board Meeting	Sr No	Date of the Board Meeting
1	10th May, 2022	4	10th November, 2022
2	12th August, 2022	5	11th February, 2023
3	30th August, 2022

The Board meets at least once in every quarter to review and approve the quarterly financial result on compliance with Regulation 33 of SEBI Listing Obligations (Disclosures & Requirements) Regulation, 2015.

Details of the Directors who attended Board meeting and General Meeting for the Year 2022-23
Name of the Director	Designation	No. Of Board Meetings attended	Attendance at Last AGM
Ashish D. Panchal	Managing Director	5	30.09.2022
Kantaben D. Panchal	Director	5	30.09.2022
Rakeshbhai N. Panchal	Director	5	30.09.2022
Khushbu Mahendrabhai Kansara *	Director	2	-

* Mrs. Khushbu Mahendrabhai Kansara appointed w.e.f. 30th August, 2022 as an additional director and regularised as a director as on 30th September, 2022.

16 AUDIT COMMITTEE MEETINGS:

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.

Sr No Date of the Meeting Sr No Date of the Meeting

1 10th May, 2022 3 10th November, 2022

2 12th August, 2022 4 11th February, 2023

Name of the Members	Designation	Category	Meetings Attended during the Year
Ashish D. Panchal	Non-Independent and Executive	Member	4
Rakeshbhai N. Panchal	Independent and Non-Executive	Chairman	4
Khushbu Mahendrabhai Kansara *	Independent and Non-Executive	Member	2

* Mrs. Khushbu Mahendrabhai Kansara appointed w.e.f. 30th August, 2022 as an additional director and regularised as a director as on 30th September, 2022.

17 NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

The Formation of the Nomination and Remuneration Committee is as per the Section 178 of the Companies Act, 2013. During the Year under review the committee has meet one time as mentioned below.

Sr No	Date of the Meeting
1	12th August, 2022

 

Name of the Members	Designation	Category	Meetings Attended during the Year
Kantaben D. Panchal	Non-Independent and Non-Executive	Member	1
Rakeshbhai N. Panchal	Independent and Non-Executive	Chairman	1

18 REMUNERATION POLICY :

The Company has adopted Remuneration policy in which the criteria for appointment of independent director, executive and non-executive directors are mentioned along with the payment of remuneration and sitting fees to the director. Further, criteria for making payment, if any, to nonexecutive directors are provided under the Nomination and Remuneration Policy of the Company which is hosted on the website of the Company viz; www.ashishpolyplast.com.

19 STAKEHOLDERS RELATIONSHIP COMMITTEE:

To comply with the provisions of Companies Act, company has formed Stakeholders Relationship Committee. The object of the committee to look into complaints if any and redress the same expeditiously.

Besides, 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 of the Said Committee meeting are mentioned below:

Sr No	Date of the Board Meeting	Sr No	Date of the Board Meeting
1	10th May, 2022	3	10th November, 2022
2	12th August, 2022	4	11th February, 2023

 

Name of the Director	Designation	Category	Meetings Attended during the Year
Kantaben D. Panchal	Non-Independent and Non-Executive	Member	4
Rakeshbhai N. Panchal	Independent and Non-Executive	Chairman	4
Khushbu M. Kansara	Independent and Non-Executive	Member	2

* Mrs. Khushbu Mahendrabhai Kansara appointed w.e.f. 30th August, 2022 as an additional director and regularised as a director as on 30th September, 2022.

20 DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

With the advent of the new Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the listed entities are required to make disclosure in the Annual Report about the details of share in Demat Suspense Account / Unclaimed Suspense Account. The Details of the same is mentioned below:

Aggregate number of shareholders and the outstanding shares in	NIL
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	NIL
Numbers of shareholders to whom shares were transferred from suspense account during the year.	NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year.	NIL
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares	Not Applicable

21 BOARD EVALUATION

Persuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, a structured qustionnaire was prepared after taking into consideration of the various aspects of the board functions, composition of the board amd its committees, culture, execution and performance of specific duties, obligations

The perfomance evaluation of the independent Directors was completed. The perfomance evaluation of the chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board to

22 DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS COVERED UNDER SECTION 178 OF COMPANIES ACT, 2013

The Company has constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 which determines Directors remuneration policy and criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub - Section (3) of Section 178.

23 PARTICULARS OF EMPLOYEES

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/ per year. The Board of Directors wishes to express its appreciation to all the employees of the company for their outstanding

24 KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR

There is no change in the Key Managerial Personnel of the Company during the year.

25 CHANGES IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company done during the year.

26 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013.

During the year under review, the Company has not advanced any loans / given guarantees / made investments covered under the provisions of Section 186 of the Companies Act, 2013.

27 CORPORATE GOVERNANCE REPORT

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 and Disclosure Requirements) Regulations, 2015 the Paid up capital of the Company ASHISH POLYPLAST LIMITED is not exceeding Rs. 10 Crores i.e. Rs. 3,39,75,000/- (Rupees Three Crore Thirty Nine Lacs Seventy Five Thousand only) and the Net worth is less than Rs. 25 Crores i.e. Rs. 5,62,88,425/- (Rupees Five Crore Sixty Two Lakhs Eighty Eight Thousand Four Hundred Twenty Five Only) as on the last day of the previous financial year i.e. 31st March, 2023. Therefore it is not required to submit Report on Corporate Governance.

28 DEPOSITS

The company has not invited or accepted any fixed deposit from public during the year under review and as such, no amount on account of Principal or interest on deposits from public was outstanding as on the date of

29 AUDITORS STATUTORY AUDITOR

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 on 30.09.2022 for a term of five years from 1st April 2022 upto 31st March 2027.

SECRETARIAL AUDITOR

The Board has appointed M/s. Kamlesh M Shah & Co., Practising Company Secretary to conduct Secretarial Audit for the financial year under review. The Secretarial Audit Report for the financial Year ended 31st March, 2023 is annexed herewith marked as Annexure A to this Report.

30 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Auditors Report and Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks except mentioned below and is annexed to this report as "Annexure-A".

1 the stock Exchange B S E Limited had issued an e-mail to the Company whereby it had imposed following penalty as per SEBI (SOPLODR) Circular.

Sr.No.	LODR Regulation	Description of Violation	Amount of Penalty	GST	Total Penalty imposed
	1 Reg-33	March 23 Quarter not submitted Standlone Auditors Report along with the Audited Results.	1,55,000	27,900	1,82,900
	2 Reg.27(2)	December 2014 C.G.Exemption Letter submitted lateby 1 day	1,000	180/-	1180/-
	3 Reg-27(2)	Dec-2013 C.G.Exemption Letter submitted late by 12 days.	12,000/-	2160/-	14,160
	4 Reg-33	Results June 2017 submitted late by 28 days	1,73,900	31,302/-	2,05,202/-
	5 Reg 34	Late submission of Audited Annual Report late by 37 days	37,000/-	6,660/-	43,660/-

2 The Company has not appointed any Independent Directors by passing Special Resolution under Section 149 of the Companies Act 2013 and as per requirements of SEBI (LODR) 2015. However, it has file form DIR-12 for appointment of Mr. Rakesh N Panchal and Khushbu Mahendrabhai Kansara as an Independent Director.

3 The Company has yet not opened an UNCLAIMED SECURITIES Account with the Designated Depository for the Dematerialization and transfer of Unclaimed/ Returned Undelivered share Certificates lying with the Registrar and Share Transfer Agents.

Directors Clarification on the above point as an addendum to the Directors Report:

1 1. Due non receipt of communication from BSE in time to the Company, the Company could not make payment of above stated fine imposed by BSEL as a result the BSEL has freezed the personal Demat Accounts of the Promoters Mr. Ashish D Panchal and Kantaben D Panchal.

The Company has made representation to the stock exchange along with requisite fees of Rs. 10,000/- (2 occasions) = Rs. 20,000/- + GST of 3,600/- total Rs. 23,600/- for full/ partial waiver of above penalties imposed on many justifiable grounds as per letter of requests.

The Companys penalty waiver application is still pending with BSEL for its final consideration and order. Once the final amount of penalty is communicated the company will be required to make payment of penalty as per BSEL order and thereafter the Promoters Personal demat accounts will be defrizzed by BSEL.

2 The Company has appointed Ms. Khushbu Mahendrabhai Kansara (DIN: 09719429) as Additional Director on 30/08/2022 as Non-Executive Independent Woman Director in place of Ms. Dhwani Kansara. Her appointment was regularized by the Company in the 28th Annual General Meeting held on 30th September 2022. The Company has filed necessary forms with the Office of the Registrar of Companies in this regard in time.

3 3. The Company is in process of establishing an unclaimed Securities Account with the Designated Depository.

31 EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the company is available on the website of the company at the link : http://www.ashishpolyplast.com/

32 DEPOSITORIES

The company is registered with both National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scripts in dematerialized mode.

33 INTERNAL CONTROL SYSTEM

The Company has internal control system commensurate to the size of its operations. Your companys Statutory Auditors have confirmed the adequacy of internal control system.

34 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO :-

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to section 134 for the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding in the statement annexed as Annexure B hereto forming a part of this Report.

35 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis Section which forms a part of the Annual Report. (Annexure C)

36 RELATED PARTY TRANSACTIONS

There were no related party transactions entered into by the company during the financial year, which attracted the provisions of Section 188 of the Companies Act, 2013. There are no details to be disclosed 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 the website of the company. Transactions with the related party are disclosed in detail in note no.36 and annexed to the financial statements for the year.

All the related party transactions are duly approved by audit committee as required under the provisions of the Companies Act, 2013 as well as the related party policy of the company.

37 WEBSITE:

As per the Regulation 46 of SEBI (LODR) Regulations, 2015 to the extent applicable, the Company has maintained a functional website www.ashishpolyplast.com which has all the details i.e. details of its business, financial information, shareholding pattern, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media companies and/or their associates, etc.The contents of the said website are updated on regular basis.

38 VIGIL MECHANISM / WHISTLE BLOWER

The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors and employees to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the SEBI (LODR) Regulationsb, 2015. The board has approved a policy for vigil

39 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

1.Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i The ratio of the remuneration of each Director to the Median Remuneration of the Employees of the Company for the FY 2022-23 and

ii The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year

Sr no	Name	Designation	Remuneration paid in F.Y 2022-23 Rs in Lakhs	Remuneration paid in F.Y 2021-22 Rs in Lakhs	Increase in remuneration from previous years Rs in Lakhs	Ratio / Times per median of the employee
1	Ashish D Panchal	Managing Director	15.19	15.19	-	7.46
2	Knataben Panchal	Director	-	-	-	-
3	Rakesh Narratomdas Panchal	Independent Director	-	-	-	-
4	Khushbu Mahendrabhai Kansara	Independent Director	-	-	-	-
5	Kalpesh Navinchandra Kansara	CFO	3.87	3.53	0.34	1.90
6	Aayushi Prakashbhai Soni	Company Secretary	3.00	3.00	-	1.47

iii Median Remuneration of Employees (MRE) of the Company is Rs. 2.04 Lakhs for the Financial

iv There was 18 permanent employee on the rolls of the Company during the year ended 31^st March, 2023.

v Average percentage increase made in the salaries of employees other than the managerial personnel in the last Financial Year was 14.60%. Average percentage increase made in the salary of 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 not directors 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 Company.

40 POLICY ON PROTECTION OF WOMEN AGAINST SEXUAL HARRASEMENT AT WORK PLACE

The Company is commited to creating a healthy & conductive working environment that enables women to work without fear of prejudice, gender bias and sexual harrasement and/or any such orientation in implicit or explicit form. The Company considers sexual harassment as gross misconduct. 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 has adopted a " Policy on Protection of Women against Sexual Harrasement at Work Place ". Through this policy the Company Seeks to provide protection to its women employees against sexual harassement at work place and thereby provide mechanism for redressal of complaints relating to months connected therewith or incidental thereto.

41 CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Companys objectives, expectations or predictions, may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in this statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices, in capacity additions, availability of critical materials and their cost, change in Governments Policies and tax laws, economic development of the Company and other factors which are

42 ACKNOWLEDGEMENT

The Board takes the opportunity to thank for the continued support received from Banks and government authorities. Your Directors also acknowledge the support received by the Company from its suppliers of goods & services, agents, dealers, shareholders and other agencies associated with the Company.

	On behalf of the Board
	For Ashish Polyplast Limited
	Ashish D. Panchal	Kantaben D. Panchal
	Chairman & Managing Director	Director
	Din : 00598209	Din : 00598256
Ahmedabad, 30th May, 2023