MPL Plastics Ltd Directors Report

To,

The Members, MPL Plastics Limited

Your Directors are presenting the 32^nd Annual Report together with the Audited Statement of Accounts of your Company for the Year ended 31^st March 2024.

1. FINANCIAL RESULTS:

Your Companys financialperformance for the Financial Year 2023-24 as compared to that of the previous Financial

Year 2022-23 is summarized below:-

(Amount in Lakhs)

Particulars	Year ended 31st March, 2024.	Year ended 31st March, 2023.
Total Revenue	1216.41	60.23
Profit/(Loss) before taxation	1125.33	85.88
Less: Tax Expense
- Deferred Tax Income/Expenses	-	-
- Provisions for Taxes for Earlier Years Written Back		(326.40)
- Current Tax	217.94	-
- Taxation for earlier years	0.15	-
Profit/(Loss) after tax	907.24	412.28

2. OPERATIONS:

The Company has closed down its operations at Silvassa & Pune plant during the year. The Companys manufacturing operations had stopped completely since plant & machinery, Land, Land & Building, Warehouse at Pune has been sold during the year. Thereexistsmaterialuncertaintythatmaycastsignificantdoubt on the Companys ability to continue as a going concern.

The Board of the Company vide its meeting dated 8^th March, 2022 and 11^th April,2022 and shareholders of the Company through postal ballot on 14^th April, 2022 had already approved a special resolution for initiation of corporate insolvency resolution process under the provisions of the Code and applicable provisions.

3. STATE OF AFFAIRS:

During the year under review, the Company has booked a post-tax Profit of Rs. 907.24 (amount in lakhs) as compared to the previous years profit of Rs. 412.28 (amount in lakhs).

Further, no amount has been transferred to the general reserves this year or the previous year.

4. DIVIDEND:

The Director has not recommended any dividend for the Financial Year 2023-24.

5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

6. DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES, 2014

1 Change in Nature of Business, if any None.

2 Details of Directors/Key Managerial Personnel (KMP) who were appointed or have resigned during the Financial Year 2023-24.

During the Financial Year 2023-24 the company has appointed Mr. Milan Bhogilal Bhaya as Chief Financial Officer with effect from September 22, 2023 and Mr. Pankaj Bhaya has resigned from the post of Chief Financial Officer with effect from August 21, 2023.

During the Financial Year 2023-2024, Mrs. Vishakha Jain has resigned from the post of Company Secretary and Compliance Officer of the Company with effectfrom December 31, 2023.

The Company has reappointed Mrs. Vishakha Jain as Company Secretary and Compliance Officer of the Company with effect from May 24, 2024.

3 Names of Companies which have become or have ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2023-24	None
4 Details of Deposits covered under Chapter V of the Companies Act, 2013	Accepted during the year: Nil
	Remained unpaid or unclaimed during the year: Nil Whether there has been any default in repayment of deposits or payment of interest there on during the year and if so, number of such cases and total amount involved:
	At the beginning of the year: Nil
	Maximum during the year: Nil
	At the end of the year: Nil
	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:
	None
by the 5 Details of Significant and material orders have been passed	No significant
Regulators or Courts or Tribunals, impacting the going concern status and the Companys operations in future	by the regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
6 Details in respect of Adequacy of Internal Financial Controls with reference to the Financial Statement	Adequate internal control checks are available in the opinion of the Board of Directors.
7 Whether maintenance of cost records has been specified for the Company under Section 148 (1)	No.
8 Proceedings / applications under Insolvency and Bankruptcy Code, 2016.	The Board of the Company vide its meeting dated 8th March 2022 and 11th April 2022 and shareholders of the Company through postal ballot on 14th April 2022 had already approved a special resolution for initiation of corporate insolvency resolution process under the Section 10 of the Insolvency and Bankruptcy Code, 2016.
9 Details relating to difference in valuation while taking loan and one-time settlement from Banks etc.	Not applicable

7. AUDITORS:

M/s. Jain Vinay & Associates, Chartered Accountants (ICAI Firm Registration Number: 006649W), were appointed as Statutory Auditor of the Company at 29^th Annual General Meeting which was held on September 29, 2021 to hold office as

Statutory Auditor from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting of the Company.

8. DIRECTORS AND MEETINGS OF THE BOARD OF DIRECTORS:

The Existing composition of the Board of Directors is as below:

Mr. Madhup Bansilal Vaghani	: Chairman & Whole Time Director
Mrs. Radhika Sameer Rane	: Women, Non-Executive
	Non- Independent Director
Mr. Gopal Ajay Malpani	: Non-Executive Independent Director
Mr. Devendra Kumar Negi	: Non-Executive Independent Director

Seven (7) Board Meetings were held during the Financial Year ended March 31, 2024 As listed below: The statutory details of Board meetings are as under:

S. No. Date of Board meeting	Number of Directors attending
1 April 10, 2023	4
2 May 30, 2023	4
3 August 14, 2023	4
4 September 22, 2023	4
5 November 10, 2023	4
6 January 06, 2024	4
7 February 14, 2024	3

Board meeting attendance of the directors during the financial year was as under:

S. No. Name of Director	Number of Board meetings attended
1 Mr. Madhup Bansilal Vaghani	6
2 Mrs. Radhika Sameer Rane	7
3 Mr. Gopal Ajay Malpani	7
4 Mr. Devendra Kumar Negi	7

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT:

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form a part of the Notes to the Financial Statements.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

The Company has closed down its operations at Silvassa & Pune plant during the year. The Companys manufacturing operations had stopped completely since plant & machinery, Land, Land & Building, Warehouse at Pune has been sold during the year. Thereexistsmaterialuncertaintythatmaycastsignificantdoubt on the Companys ability to continue as a going concern.

The Board of the Company vide its meeting dated 8^th March, 2022 and 11^th April,2022 and shareholders of the Company through postal ballot on 14^th April, 2022 had already approved a special resolution for initiation of corporate insolvency resolution process under the provisions of the Code and applicable provisions.

There were no material changes and commitments affecting the financial position of your Company which have occurred after the end of the Financial Year 2023-24.

11. 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, environmental regulations and preservation of natural resources.

12. PARTICULARS OF EMPLOYEES:

The disclosure required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure 1".

The statement of particulars of employees pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 forms part of this Annual Report and attached as "Annexure 2".

13. ANNUAL RETURN:

As per amendment of March 5, 2021 it is concluded that, from the FY 2020-21 onwards, there is no requirement of preparing extracts of Annual Return (Form MGT-9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014. The Annual Return has been uploaded on website of the Company: https://www.mplindia.in/category_img/pr_412.pdf.

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

Details of conservation of energy and technology are not provided as the operations of the Company ceased to function. Foreign Exchange Earnings and Outgo: Foreign exchange spent Rs. Nil Foreign Exchange earned Rs. Nil

15. FINANCE AND ACCOUNTS:

Your Company prepares its financial statements in compliances with the requirements of the Companies Act, 2013 ("Act") and the Indian Accounting Standards (IND AS). The financial statements have been prepared on historical cost basis. The estimates and judgments relatingtothefinancialstatements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, Profits/loss Cash Flows for the year ended March 31, 2024. There is no qualification or adverse remark on financial statement by the

Statutory Auditors for the year under review.

16. CONSOLIDATED FINANCIAL STATEMENTS:

The Company does not have any subsidiaries or Associate companies. Therefore, no need to prepare consolidated financial statements for the Financial year 2023-24.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March 31, 2024 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act,

2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors,orotherdesignatedpersonswhichmayhaveapotentialconflictwith the interest of the Company at large. All the related party transactions as required under AS-18 are reported in the Notes to the Financial Statements.

18. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

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

19. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 12,49,85,500 (Rupees Twelve Crores Fourty Nine Lakhs Eighty Five Thousand Five Hundred) (BSE Limited approved forfeiture of 2900 Equity Shares on March 18, 2020). During the Financial Year under review, there has been no change in the share capital of the Company.

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. POLICY DEVELOPMENT AND IMPLEMENTATION BY COMPANY ON CORPORATE SOCIAL RESPONSIBILITY:

The Company is having net profit of more than rupees five crore during the financial year 2023-24. The Company is liable to spent at least two percent of the average net profit of the Company made during the last three immediately preceding

Financial Year.

The Company voluntarily re-constituted Corporate Social Responsibility Committee (CSR) on September 30, 2022 consisting of Mr. Devendra Kumar Negi, Mr. Gopal Ajay Malpani and Mr. Madhup Bansilal Vaghani. Mr. Devendra Kumar Negi is the Chairperson of the Company.

22. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentialityis maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

The Whistle Blower Policy has been uploaded on website of the Company https://mplindia.in/category_img/pr_221.pdf

23. STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has in place a comprehensive risk assessment and minimization procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

The Board judges the fair and reasonable extent of risks that your Company is willing to take and its decisions shall be based on this reasonable judgment and properly defined framework.

24. INDEPENDENT DIRECTORS:

All the Independent Director of the Company during the Financial Year 2023-24 ad as on 31^st March, 2024, viz., Mr. Gopal Ajay Malpani and Mr. Devendra Kumar Negi have registered themselves with the databank maintained by the Indian

Institute of Corporate Affairs ("IICA"), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Creation and maintenance of Databank of Independent Directors) Rules, 2019.

In terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 dealing with the requirement for Independent Directors to pass Proficiency Test conducted by IICA: Mr. Gopal Ajay Malpani and Mr. Devendra Kumar Negi are exempt from appearing for the proficiency test. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of

Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been taken on record by the Board of Directors after undertaking due assessment of the veracity of the same.

The Criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company which is available on the Companys website, viz., https://www.mplindia.in at the web link https://www.mplindia.in/category_img.pdf.

All the Independent Directors of the Company have duly complied with the Code of Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes is available on the website of the Company at the web link https://www.mplindia.in/category_img.pdf.

The Independent Directors met once during the Financial Year 2023-24, i.e., on 14^th February, 2024 (Date), pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013. The Meeting of the Independent Directors was conducted without the presence of the Chairman, Whole Time Director and Non-Executive Directors and the members of the Companys Management.

25. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework.

The performance of the Board was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

The same discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

26. REMUNERATION OF DIRECTORS:

There was no pecuniary relationship or transaction took place between the Company and its Non-Executive Directors. The Company reimburses out of pocket expenses incurred by all the Non-Executive Directors of the Company in connection with various affairs of the Company.

27. AUDIT COMMITTEE :

The Audit committee comprises of three members -

Mr. Devendra Kumar Negi	: Chairperson of Committee
Mr. Gopal Ajay Malpani	: Member of Committee
Mr. Madhup Bansilal Vaghani	: Member of Committee

The Composition of Audit Committee is pursuant to provision of Section 177 of the Companies Act, 2013 and Clause 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three members -
Mr. Devendra Kumar Negi	: Chairperson of Committee
Mr. Gopal Ajay Malpani	: Member of Committee
Mrs. Radhika Sameer Rane	: Member of Committee

The Composition of Nomination and Remuneration Committee is pursuant to provision of Section 178 of the Companies Act, 2013 and Clause 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three members - Mr. Devendra Kumar Negi : Chairperson of Committee Mr. Gopal Ajay Malpani : Member of Committee Mrs. Radhika Sameer Rane : Member of Committee

The Composition of Stakeholders Relationship Committee is pursuant to provision of Section 178 of the Companies Act, 2013 and Clause 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors is carried out by other non-independent directors on the basis of their contribution towards important aspects/ affairs of the Company and active participation on the board. The Directors express their satisfaction with the evaluation process.

Further, the Company have constituted Performance Evaluation Policy to evaluate the performance of Independent Directors and the said policy is available on the website of the company at https://mplindia.in/category_img/pr_238.pdf.

31. SECRETARIAL AUDIT:

The Company appointed M/s. Vikas R. Chomal and Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2023-24.

As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report obtained from Vikas R. Chomal & Associates, Practicing Company Secretaries for the Financial Year 2023-24.

32. COST AUDITORS:

As per the Companies (cost records and audit) Rules, 2014 and the amendments made thereof notified by Ministry of Corporate Affairs, cost audit is not applicable to the company. Therefore the board did not proceed with the appointment of cost auditor and cost audit for the year 2024-25. The company is properly maintaining its cost record internally.

33. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

There are no qualification, reservation or adverse remarks and disclaimers of the Statutory Auditors in their Auditors

Report on the Financial Statements for the Financial Year 2023-24.

There are some adverse remarks by the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2023-24. The Board has given following explanation on that remarks:

Remarks by PCS	Comments/ Explanations by Board
12,50,000 Equity Shares of Rs. 10/- each allotted promoters on preferential basis are pending for listing with Ltd. BSE Limited.	to the The Company has made the listing application with BSE
The Listed Entity has not submitted Financial Results for The Company has not submitted the quarter ended 30th June, 2023 to BSE Limited.	Financial results for the quarter ended 30th June, 2023 to the BSE Ltd under relevant heading but company has attached Financial Results with
	Outcome of the Board Meeting.
The Listed Entity has not submitted Intimation on closure The Company has not submitted Intimation on Closure of Trading Window for the quarter ended 31st December, of Trading Window for the quarter ended 31st December, 2023 to BSE Limited but the Listed Entity had informed to all 2023 but the Company had informed to all the Designated the Designated Persons and others who have unpublished Persons and others who have unpublished price sensitive price sensitive information of the Listed Entity.
	information of the Company to not to trade during trading window closing period.
The Listed entity has late submitted Related	Party The Listed entity has late submitted Related Party
Transactions Report in XBRL form as specified in BSE Transactions Report in XBRL form as specified in BSE. Limited on which fine of Rs. 29500/- was levied.

 

The Listed entity has late submitted information regarding issue of duplicate share certificates to BSE Limited.	The Listed entity was not aware about the compliance of regulation 39(3) as there was no compliance officer to guide about this compliance.
The Listed entity has not submitted intimation about book closure for the purpose of AGM to BSE Limited.	-
The Listed Entity has not submitted disclosure about Appointment of Secretarial Auditor for the Financial Year 2023-24.	-
The Listed entity has not submitted disclosure of outcome of postal ballot for results declared by the Company on 13th May, 2023.	-

34. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. b) The Directors 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 as at March 31, 2024 and of the Profit of the Company for the year ended on that date. c) The Directors have taken proper and sufficientcare for the maintenance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Directors have prepared the annual accounts on a ‘going concern basis. e) The Directors have laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. a) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

35. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Companys website https://www.mplindia.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have complied compliance with the Code.

36. OTHER DISCLOAURE:

The Company has sold below mentioned plots during the year 2023-24:

1. Godown Building, Plot no. 15A and 15B, Pune Nagar Road, Village Shikrapur, Dist. Pune – 412208

2. Open Plot, Plot no. 17, Pune Nagar Road, Village Shikrapur, Dist. Pune – 412208

3. Factory Building no. 28 and 29, Pune Nagar Road, Village Shikrapur, Dist. Pune – 412208.

The Company has sold these plots for the sum of Rs. 12,80,00,000.

37. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.