Pankaj Polymers Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present herewith the 32" Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March, 2024.

1. Financial Results and Operations

The summarized financial results for the year ended 31st March 2024 as compared with the previous year are as under:

Rs. in Lakhs

S.No	Particulars	For the Year 2023-24	For the Year 2022-23
a.	Total Income	257.64	292.13
b.	Profit before Interest, Depreciation	23.98	52.13
c.	Less: Interest	26.93	35.57
d.	Less: Depreciation	11.26	11.26
e.	Profit before Tax	(14.21)	5.30
f.	Less: Provision for Income Tax	(1.43)	0.50
g.	Add: Deferred Tax	(1.36)	0.50
h.	Less: MAT Credit Entitlement	-	(0.83)
I.	Net Loss / Profit	(12.78)	4.80

The Revenue from operations for the year ended 31st March, 2024 is Rs. 176.30 lakhs, as against Rs. 178.35 lakhs for the previous corresponding year. The Company has registered a net Loss of Rs. 12.78 lakhs as against net profit of Rs. 4.80 lakhs for the previous year.

Changes in the Nature of Business

As the shareholders were informed earlier, the Company has closed the manufacturing operations and currently the company is engaged in trading of plastic granules and other plastic products. As part of pursuing new activities i.e., business of construction as Contractors, Builders, Infrastructure developers, Real estate developers, the Company has entered into a development agreement for construction of residential complex in 400 yards located at Jeedimetla, Hyderabad and the construction is under progress.

2. Dividend

In view of the insufficient profits, your Directors could not recommend any dividend for this year.

3. Deposits from public

The Company has not accepted any fixed deposits, including from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of balance sheet.

4. Transfer to the Reserves

No amount was transferred to the Reserves for the year ending 31.03.2024.

5. Board of Directors and Key Managerial Personnel

I. Composition of Board: The Company has an optimum combination of Executive and Non-Executive Directors. Half of the Board of Directors is Non-Executive Directors. The Board comprises of two Independent Directors.

ii. Board and Committee Positions: None of the Directors on the Board is a member of more than 10 committees or Chairman of more than 5 committees across all the Companies in which he is a Director. Necessary disclosures regarding committee positions in other public companies as at 31st March 2024 has been made by the Directors.

iii. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General Meeting and also the number of other directorships and committee memberships held by them are given below:

Name	Category	No. of Board Meetings held during the Year 2023-24		Whether attended las t AGM held on 29th September, 2023	No. of Director ships in all companies	No. of Committee positions held
		Held	Attend ed			Chairman	Member
Shri Pankaj Goel	Promoter Executive	7	7	Y	4	Nil	2
Shri Paras Goel	Promoter Executive	7	7	Y	4	Nil	1
Smt. Nita Goel *	Promoter Non-Executive - Woman Director	7	7	Y	1	Nil	Nil
Shri Aman Goel	Promoter Executive	7	7	Y	2	Nil	Nil
Shri Manohar Ramavat **	Non-Executive - Independent	7	7	Y	2	3	Nil
Shri Sandeep Gupta	Non-Executive - Independent	7	7	Y	1	Nil	2
Smt. Bhavani Gajula	Additional Director	0	0	NA	Nil	Nil	1

* Smt. Nita Goel resigned as Director w.e.f 09.02.2024

** Shri Manohar Ramavat will vacate office of Independent Director in terms of Section 149(11) of the Companies Act, 2013, at the ensuing Annual General Meeting

iv. Seven (7) Board Meetings were held during the year 2023-24 on 26.04.2023, 29.05.2023, 10.07.2023, 09.08.2023, 08.11.2023, 14.12.2023 and 09.02.2024.

v. The details relating to appointment/re-appointment of Directors as required under Regulation 36(3) of SEBI (LODR) Regulation, 2015 are provided in the Notice to the Annual General Meeting.

Changes in Board of Directors

• Smt. Nita Goel, Director resigned from the companys Board w.e.f 09.02.2024.

• Smt. Bhavani Gajula was appointed as Additional Director of the company by the Board of Directors at their meeting held on 09.02.2024, to hold office upto the ensuing Annual General Meeting (AGM). It is proposed to appoint her as Director liable to retire by rotation. The Board recommends her appointment for your approval.

• Shri Pankaj Goel, Shri Paras Goel, Shri Aman Goel, Shri Manohar Ramawat and Shri Sandeep Gupta continue to be the directors of the company.

• The term of office of Shri Manohar Ramawat, Independent Director who was appointed for the second consecutive term of 5 years at the 27th AGM of the company will come to an end at the ensuing 32nd AGM and ceases to be a Director.

• Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of directorship of Shri Aman Goel is due for retirement by rotation at the ensuing 32nd AGM of the company; and being eligible, offers himself for re-appointment. Your Board of Directors recommends his re-appointment for the approval of members.

• Mr. Pankaj Goel and Mr. Paras Goel are proposed to be re-appointed as the Companys Managing Director and Joint Managing Director respectively, as mentioned in the notice. Your Board of Directors recommends their re-appointment.

• It is proposed to appoint Shri Devesh Gupta as an Independent Director of the company at the ensuing AGM. The Nomination & Remuneration Committee, at their meeting held on 10.08.2024 evaluated the said proposal and recommended to the Board, the said appointment. Your Board of Directors recommends his appointment for the approval of members.

Information pursuant to SEBI (LODR) regulations, 2015 regarding the directors seeking appointment or re-appointment in the AGM has been provided as part of Notice of AGM.

Key Managerial Personnel

Pursuant to the provisions of section 203 of Companies Act, 2013, the key managerial personnel of the Company are —

(i) Shri Pankaj Goel, Managing Director;

(ii) Mr. T.Brahmaiah, Chief Financial Officer; and

(iii) Mr. Shashank Jain, Company Secretary

There was no change in Key Managerial Personnel of the Company during the year under review.

Statement on Declaration given by Independent Directors under sub-Section (6) of Section 149

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6) and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

6. Evaluation of the Boards Performance

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the workings of its Board Committees.

A meeting of the Independent Directors was held on 9th February 2024, which reviewed the performance of Non-Independent Directors, Chairman and the quality of the information and follow up action is being taken on suggestions made therein.

7. Familiarization Program for Independent Directors

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

8. Nomination and Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. The Company while deciding the remuneration package of the management takes into consideration the employment scenario, remuneration package of the industry, financial performance of the Company and talents of the appointee. The Executive Directors and Non Independent Directors of the Company are not entitled to sitting fees.

Details of remuneration paid to the Executive Directors:

Name	Designation	Salary & Commission ( Rs. )	Perquisites (Contribution to P.F) ( Rs. )	Total ( Rs. )
Shri. Pankaj Goel	Managing Director	6,00,000	-	6,00,000
Shri. Paras Goel	Jt. Managing Director	6,00,000	-	6,00,000
Shri. Aman Goel	Whole-time Director	-	-	-

Sitting Fees: Nil

9. Directors Responsibility Statement

In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the

Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31" March, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 2024 on a going concern basis.

e. That the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and operating effectively.

f. The Directors had devised proper systems to ensure Compliance with the provisions of all applicable Laws, and that such systems were adequate and operating efficiently.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

10. Auditors

a) Statutory Auditors

M/s. Rakesh S Jain & Associates, Chartered Accountants, Hyderabad (Firm Regn. No. 010129S) who were appointed as Statutory Auditors of the company at the 27th AGM for a period of 5 years will retire at the conclusion of the ensuing AGM and cannot be reappointed in terms of section 139(2) of the Companies Act, 2013.

Accordingly, M/s. Luharuka & Associates, Chartered Acountants, Hyderabad (Firm Regn. No. 01882S) are proposed to be appointed as Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the 32nd AGM upto the conclusion of the 37th AGM of the company to be held in the calendar year 2029.

The Auditors Report to the Shareholders for the year under review does not contain any Qualifications.

b) Internal Auditors

M/s. Luharuka & Associates, Chartered Accountants, were the Internal Auditors of your Company for the year under review. The Internal Auditors have submitted their reports to the Board of Directors on a quarterly basis.

c) Secretarial Auditors

The Board has appointed Mrs. N. Madhavi, Company Secretary in Practice, to carry out the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2023-24. The Report of the Secretarial Auditor is annexed to this report as Annexure - A. The secretarial Auditors report for fiscal 2024 does not contain any qualification.

11. Particulars of Employees

No employee in the organization was in receipt of remuneration, which requires disclosure under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Corporate Governance

As per reg. 15(2) of SEBI (LODR) Regulations, 2015 provisions of Corporate Governance are not applicable to the Company for FY 2023-24. Relevant certificate forms part of this Annual Report.

13. Risk Management Policy

The Company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are stiff competition in the market, consolidation of manufacturers, who have branded products and fluctuations in prices as well as availability of raw materials.

14. Management Discussion & Analysis Report

Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure — B to this report.

15. Whistle Blower Policy

The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management about unethical behavior, fraud, and violation of Companys Code of Conduct. None of the personnel has been denied access to the Audit Committee.

16. Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel

The Company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel. A compliance certificate by the Managing Director forms part of this Report.

17. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainee) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during each year:

a) No. of Complaints Received : NIL

b) No. of Complaints Disposed off : NIL

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in the Annexure — C to this report.

19. Other Disclosures

i. Extract of Annual Return

An extract of Annual Return prepared in accordance with section 92(3) of the Companies Act, 2013 in Form MGT-9 is provided at https://pankajpolymers.com/ annual-return.php.

ii. Change in Share Capital

There was no change in Share Capital during the year 2023-24.

iii. Composition of Audit Committee

The Audit Committee of the Company was constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of Shri Manohar Ramavat, Independent Director as the Chairman, Shri Pankaj Goel, Managing Director, and Shri Sandeep Gupta, Independent Director as the members of the committee.

During the year 2023-24, the Audit Committee met Four (4) times on 29.05.2023, 09.08.2023, 08.11.2023 and 09.02.2024. All the members were present at the meetings.

iv. Related Party Transactions

All Related Party Transactions are entered on Arms Length basis and are in compliance of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details mentioned in the Notes to accounts.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - D in Form AOC-2 to this report.

v. Loans/ Guarantees/ Investments under section 186 of Companies Act, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

20. Significant and material orders passed by Regulators or Courts

There are no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.

21. Adequacy of Internal Financial Control Systems with reference to Financial Statements

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goals, compliance with policies procedure, applicable laws and regulations, and that all assets and resources as acquired are used economically.

22. Corporate Social Responsibility

The provisions of Corporate Social Responsibility are not applicable to the Company for the year under review.

23. Subsidiary / Joint Venture / Associate Companies

The Company does not have subsidiary/joint venture companies. Details of Associate Companies are mentioned in MGT 9 i.e., Extract of Annual Return and financial statements.

24. Listing & Trading of companys shares

Your Companys shares are listed at The Bombay Stock Exchange (BSE) and the Annual Listing Fee for the year 2024-25 has been paid. The Companys shares are listed and traded at BSE with ISIN code INE698B01011 and Scrip Code is 531280.

25. Dematerialisation of shares

Your Companys shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31" March 2024, 94.58% of the companys shares have been dematerialized.

26. Material changes and commitments

Pursuant to the provisions of Sec 134(3)(l) of the Companies Act, 2013, there were no material changes and commitments which affects the financial statements of the Company during the year under review.

27. Human Resource

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

28. Details of application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or proceeding pending in the name of Company under IBC, 2016.

29. Details of difference between valuation amount on valuation and one-time settlement (OTS) while availing loan from Banks or Financial Institutions

During the year under review, there were no one time settlement of loans availed from Banks or Financial Institutions.

30. Cost Records and Cost Audit

Maintenance of Cost records and requirements of Cost Audit as prescribed under the provisions of section 148(1) of the Act are not applicable during the year under review.

31. Reporting of Frauds by Auditor

During fiscal 2024, the statutory Auditor and the Secretarial Auditor have not reported any instance of fraud committed in the company by its officers or employees.

32. Acknowledgements

Your Directors wish to express their appreciation for the cooperation and continued support received from the Companys Bankers. Your Directors also take this opportunity to place on record their appreciation for the dedicated services rendered and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

	for and on behalf of the Board of Directors
Place: Secunderabad	Sd/-	Sd/-
Date: 10.08.2024	Pankaj Goel	Paras Goel
	Managing Director	Jt. Managing Director
	(DIN 00010059)	(DIN 00010086)