Bisil Plast Ltd Directors Report

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Bisil Plast Ltd Share Price directors Report

Dear Members,

Your Directors present the 37TH ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2022-23 ended 31st March, 2023.

1. FINANCIAL RESULTS :

(Rs. in Lakh)

Particulars

2022-23 2021-22
Operating Profit/(Loss) (Before Interest & Depreciation) 17.71 1.57
Less/(Add): Interest - -
Less/(Add): Depreciation 0.08 -
Net Profit/(Loss) before Tax 17.63 1.57
Less/(Add): Provision for Taxation - -
Net Profit/(Loss) after Tax 17.63 1.57
Balance of Loss brought forward from Previous year (474.26) (475.83)
Net Loss carried to Balance Sheet (456.63) (474.26)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2023 and date of this report.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2022-23 in view of the accumulated losses as on 31st March, 2023.

3. OPERATIONS:

The Company is dealing in PET bottles, Jars and its ancillary product by way of whole sale supply to Pharmaceutical companies, FMCG Companies, bottling companies.

The Operating profit (before interest and depreciation) stood at Rs. 17.71 lakh during the year under review as compared to profit of Rs. 1.57 lakh during the year 2021-22. The Profit before Depreciation & Taxation was Rs.17.63 Lakhs during the year under review. During the year under review, the Profit after giving effect of exceptional items and Tax expenses stood at Rs.17.63 Lakhs compared to Net Profit of Rs.1.57 Lakhs during 2021-22.

4. FUTURE OUT LOOK:

The Company is dealing in PET bottles, Jars and its ancillary product by way of whole sale supply to Pharmaceutical companies, FMCG Companies, bottling companies and the like and is hopeful to grow profitable in future.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.

The Company had been treated as Shell Company vide BSE Notice no. 20170807-31 dated 7th August, 2017 by BSE Limited pursuant to SEBIs directions. The trading of the Equity Shares of the Company is restricted/suspended on account of Graded Surveillance Measure (GSM) on BSE Limited. The Company had also demonstrated the revival plan in the operations of the Company. The Company had received email and letter dated 8th June, 2022 from BSE Limited intimating appointment of M/s. C. P. Jain & Co., Chartered Accountants, Ahmedabad to carry out forensic audit of the Company. The Company has provided all the relevant information, documents, papers asked by them for carrying out Audit. The Company was moved out of "Stage 6" of GSM framework vide BSE Notice 20230116-8 dated 16th January, 2023 by BSE Limited pursuant to SEBIs directions. Further, trading in the equity shares of the Company was reinstated w.e.f. 17th January, 2023 and that the trading in equity shares would be part of Special Pre-open Session of BSE Limited.

6. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2023 was Rs. 5,40,31,000. As on 31st March, 2023, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

7. RESERVES:

Your Company does not propose to transfer any amount to general reserve in view of carried forward losses.

8. DIRECTORS:

8.1 The Board of Directors duly met 5 times during the financial year under review.

8.2 Mr. Suketu N. Vaywala (DIN: 07619796) has been appointed as Independent Director of the Company w.e.f. 14th December, 2021 to 13th December, 2026.

8.3 Ms. Khyati B. Shah (DIN: 09430457) has been appointed as Independent Director of the Company w.e.f. 14th December, 2021 to 13th December, 2026.

8.4 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) and SEBI LODR that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

8.5 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

8.6 All being Independent Directors of the Company, none of the Director is liable to retire by rotation.

8.7 DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards (IND-AS) had been followed along with proper explanation relating to material departures;

(ii) that the Directors had 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 31st March, 2023 being end of the financial year 2022-23 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

10. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Companys website – www.bisilplast.com

11. KEY MANAGERIAL PERSONNEL (KMP):

Remuneration of KMP:

(Rs. In lakh)

Sr. No.

Name of the Director & KMP Designation Remuneration
1. Mr. Paresh Sukhadia CFO
2. Ms. Khusbhu H. Shah Company Secretary 3.20

12. PERSONNEL AND H. R. D.:

12.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company are 2 (Two). The relationship between average increase in remuneration and Companys performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

12.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES

PROVIDED:

There are no Related Party Transactions as per section 188 of the Companies Act 2013. However the related party transaction as per AS-18 are provided in the Note No. 19(c) of the financials which are part of the Annual Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption are not applicable as there are no manufacturing activities during the year under review. The Company has not earned or spent any Foreign Exchange during the year under review.

15. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance (on voluntary basis), Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure – A.

16. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure – B. As regard observation of not having whole time Key Managerial Personnel as its Managing Director or Chief Executive officer or Manager or in their absence a whole time Director during the audit period is self-explanatory. Forensic audit was carried out in the Company and the information, documents, papers asked by the Auditors appointed by BSE Limited were sent to them in order to revoke the restriction/suspension of trading in the Equity Shares of the Company on BSE Limited on account of Graded Surveillance Measure (GSM). The Company was moved out of "Stage 6" of GSM framework vide BSE Notice 20230116-8 dated 16th January, 2023 by BSE Limited pursuant to SEBIs directions.

17. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2023 is available on the Companys website www.bisilplast.com.

18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

19. GENERAL:

19.1. STATUTORY AUDITORS:

The present Auditors of the Company M/s. Shah & Dalal, Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company at the 36th Annual General Meeting for a period of 5 years i.e. for financial years 2022-23 to 2026-2027. They continue to hold office as Statutory Auditors till the conclusion of 41st AGM to be held in the year 2027.

19.2 INSURANCE:

The properties of the Company wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

19.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

19.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

19.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. There are no operations being carried out in the Company during the year under review.

19.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

19.10 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

19.11 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

19.12 No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI LODR which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

21. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

22. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE214D01021.

23. FINANCE:

23.1 The Company has no outstanding payment to Banks or any other person except outstanding in routine course of business.

23.2 The Companys Income tax Assessment has been completed upto the Assessment Year 2021-22.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period pursuant to the provisions under section 135 in respect of CSR, the same is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

25. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

26. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

27. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Suketu N. Vaywala

Place : Ahmedabad

(DIN – 07619796)

Date : 20th July, 2023

Chairman

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