planters polysack ltd share price Directors report


Dear Members,

Your Directors have pleasure in presenting the 38th Annual Report and Audited Financial Statements of your Company for the year ended 31st March, 2023 and the Report of the Auditors thereon.

1. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY:

Your Company has not carried on any business activities in current and previous financial years. Loss after tax for the financial year 2022-23 was Rs. 11,67,000 (Rs.7,24,669 in the previous year).

Since the Company has suffered loss during the current year there is no provision for income tax in the year.

Your Board of Director are evaluating various business opportunities from time to time and is in continuous efforts to raise resources from investors or institutions, however during the financial year none of this materialized.

2. BRIEF STATE OF COMPANYS AFFAIRS:

The Company is a professionally managed Company and the Company has business objectives of manufacturers, coaters processors, importers. exporters, buyers, sellers commission agents of and dealers in all types of chemicals, plastics, rubber, leather, foam, cellulose, was and their products of any nature and kind whatsoever and in particular High Density Polyethylene/Polypropylene Sacks and fabrics with or without lamination of any of the products and or other packaging products or new substances being improvements upon, modifications of or resulting from any processes and or manufacturers of materials from the waste realised from any of the above mentioned products either on its own account or on commission, however in view of the poor financial conditions of the Company during the year no business operation has taken place and efforts made by the Board of Directors were not materialised.

3. DIVIDEND:

Your Directors express their inability to recommend any dividend since the Company has suffered loss during the current financial year.

4. TRANSFER TO RESERVES:

Since the Company has no surplus during the year no amount has been transferred to the

5. SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31, 2023 is Rs.14,00,000 divided into 1,40,000 Equity shares having face value of Rs.10 each.

During the year under review, the Company has not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

6. DISCLOSURES RELATING TO SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March, 2023, the Company does not have any Subsidiary or Associate and Joint Venture Company.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year no such material and significant orders which were passed by the Regulators or Courts or tribunals which impact the going concern status.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are 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.

9. REPORTING OF FRAUDS:

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and rules made thereunder.

10. DEPOSITS:

Your Company has not accepted any xed deposits from the public under Section 73 of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014 and as per the provisions of Reserve Bank of India.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

During the year, your Company has not given any loan, Guarantee or not made any investment under Section 186 of the Act.

12. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return as on 31st March, 2023 is available on Companys website within 60 days from the date of the Annual General Meeting.

13. DISCLOSURES AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Presently, your Company has not carried on any business activities and therefore not required to disclose the details related to conservation of energy, technology absorption. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) COMPOSITION OF BOARD:

As on end of financial year, Board of Directors of your company comprises of 4 (Four) Directors out of which 2 (Two) are Independent Non-Executive Directors including 2 (Two) Woman Directors.

During the year, following persons have been appointed by the Board of the Company:

1. Mr. Jignesh Kumar Patel (DIN: 05257911) has been appointed as an additional Managing Director of the Company for a period of 5 consecutive years from 29 th December, 2022, subject to approval by the Members of the Company.

2. Ms. Nilam Viren Makwana (DIN: 09210336) has been appointed as an additional Independent Director of the Company for a period of 5 consecutive years from 24th January, 2023, subject to approval by the Members of the Company

3. Ms. Vishakha D Shah (DIN: 09711526) has been appointed as an additional Independent Director of the Company for a period of 5 consecutive years from 24th January, 2023, subject to approval by the Members of the Company.

4. Mr. Nishikant Gothwal (DIN: 09772275) has been appointed as the additional non-executive Director of the Company w.e.f. 06th March, 2023, subject to approval by the Members of the Company.

During the year, following persons have given resignation from the Company:

1. Mr. Hemant Prasad Ameta (DIN: 06491207), Director of the Company has given resignation w.e.f. 01st October, 2022.

2. Ms. Ruchi Subhash Mandora (DIN: 07136440), Women Director of the Company has given resignation w.e.f. 01st October, 2022.

3. Mr. Kamal Kumar Jain (DIN: 00418536), Director of the Company has given resignation w.e.f. 28th December, 2022.

4. Mr. Kanhaiyalal Satyanarain Basotia (DIN: 01965955), Whole-time director of the Company has given resignation w.e.f. 03rd February, 2023.

(B) RETIREMENT BY ROTATION:

Mr. Jignesh Kumar Patel (DIN: 05257911), Managing Director retires by rotation and being eligible offers himself for reappointment.

(C) RE-APPOINTMENT/APPOINTMENT:

Your Directors in order to broad base the Composition of Board and based on the recommendation of the Nomination and Remuneration Committee, and taking into account their credentials, expertise and experience, appointed Mr. Jignesh Kumar Patel (DIN: 05257911) as an additional Managing Director of the Company for a period of 5 consecutive years from 29th December, 2022, subject to approval by the Members of the Company.

Ms. Nilam Viren Makwana (DIN: 09210336) and Ms. Vishakha D Shah (DIN: 09711526) as an additional and Independent Director of the Company for a period of 5 consecutive years from 24th January, 2023, subject to approval by the Members of the Company.

Mr. Nishikant Gothwal (DIN: 09772275) was appointed as the additional non-executive Director of the Company w.e.f. 06th March, 2023, subject to approval by the Members of the Company.

Necessary resolutions for approval of the appointment of the aforesaid Directors have been included in the Notice of the forthcoming 38th Annual General Meeting of the Company. Your Directors recommend the same for approval by the Members.

In the opinion of the Board the Directors so getting appointed are of integrity, expertise and experience as required by the Company. Profiles of the aforesaid Directors seeking appointment, as required under Regulations 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2, are given in Annexure-A to the Notice of the forthcoming 38th Annual General Meeting.

(D) INDEPENDENT DIRECTORS:

Your Company has received the confirmation / disclosures from the Independent Directors for the year as mandated under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) ‘the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Director of the Company.

The following are the Independent Non-Executive Directors of the Company: Ms. Nilam Viren Makwana and Ms. Vishakha D Shah.

(E) WOMAN DIRECTOR:

In terms of the provisions of Section 149(1) of the Companies Act, 2013, a Company shall have at least one Woman Director on the Board of the Company. Your Company at the end of the financial year has Ms. Nilam Viren Makwana and Ms. Vishakha D Shah as Woman Directors on the Board of the Company.

(F) KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on date:

Mr. Jignesh Kumar Patel Managing Director
Mr. Jignesh Kumar Patel Chief Financial Officer (CFO)

During the period under review, Mr. Kanhaiyalal Basotia, has given the resignation from the post of Whole-Time Director of the Company w.e.f. 03rd February, 2023. Whereas, Jignesh Patel has been appointed as Managing Director of the Company w.e.f. 29th December, 2022.

Further, Mr. Sushil Basotia has given the resignation from the position of the Chief Financial Officer of the Company w.e.f. 03rd February, 2023. Mr. Jignesh Patel has been appointed as Chief Financial Officer of the Company w.e.f. 01st March, 2023 in his place.

During the period under review, Mr. Sandeep Jha has given resignation from the post of Company Secretary w.e.f 28th December, 2022 and Mr. Jayesh Bhavsar was Appointed Company Secretary w.e.f 29th December, 2022 in his place. However, he has also placed his resignation from the post of Company Secretary w.e.f. 31st March, 2023.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE:

During the year, the meetings of the Board of Directors were held at regular interval and the Board met 10 (Ten) times. Dates of Board meetings and attendance of Directors are given below;

Sr. No. Date of Board Meeting Total Directors Present Directors
1. 11/05/2022 4 4
2. 08/08/2022 4 4
3. 01/10/2022 4 4
4. 11/11/2022 3 2
5. 28/12/2022 3 2
6. 24/01/2023 3 2
7. 30/01/2023 4 4
8. 03/02/2023 4 4
9. 01/03/2023 3 3
10. 06/03/2023 3 3
11. 31/03/2023 4 4

16. MEETING OF INDEPENDENT DIRECTORS:

Independent Directors duly met during the year under review.

17. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors subject to a maximum as provided in Articles of Association and Companys policy as referred under Section 178(3) of the Companies Act, 2013 is placed on the website of the Company. The member can avail the same from http://www.planterspolysacks.com/policies.html.

18. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

There are no such particulars as the Company has not made any such transactions referred under Section 186 of the Companies Act, 2013.

19. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

A formal evaluation of performance of the Board, its Committees and the individual Directors was carried out. Led by the Nomination and Remuneration Committee, the evaluation was done using individual questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc.

20. AUDITORS:

Statutory Audit and Auditors Appointment:

In terms of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. M N T and Associates LLP, Chartered Accountants, (Firm Reg. No. W100115) were appointed as the Statutory Auditors of the Company from the conclusion of 37th Annual General Meeting until the conclusion of 42nd Annual General Meeting of Company.

However, M/s. MNT and Associates LLP, Chartered Accountants has given resignation from the post of the Statutory Auditors of the Company w.e.f. 12th May, 2023, before the completion of the tenure of 5 years.

To fill the casual vacancy aroused due to the resignation given M/s. MNT and Associates LLP, Chartered Accountants, the Audit Committee and the Board of Directors has recommended the appointment of M/s. J. Singh & Associates, Chartered Accountants (Firm Reg. No. 110266W) as the Statutory Auditor of the Company from the conclusion of the 38th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company. Therefore, the said appointment has been put forward for approval of the members with or without modification in the ensuing Annual General Meeting.

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s. Dharti Patel & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the financial year ended 31st March, 2023 is annexed to this report as Annexure-I.

Further, Director Non- Disqualification certificate as per the requirement of regulation 34 (3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure-II.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Companys Act, 2013 confirm that:

a) All applicable accounting standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) Your Directors have selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2023 and of the loss of the c) Proper and s ufficient c are has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows internal financial controls and that such internal controls are adequate and are operating adequately.

f) There are proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

24. AUDIT COMMITTEE:

The Company has Audit Committee constituted under the Chairmanship of Ms. Nilam Makwana in accordance with the provisions of Section 177(1) of the Companies Act, 2013. As on 31st March, 2023, the Composition of the Committee is Ms. Nilam Makwana, Chairman; Ms. Vishakha Shah and Mr. Jignesh Patel are the members;

All the recommendations made by the Audit Committee were accepted by the Board during the year. During the year the Committee met 4 (four) times.

25. VIGIL MECHANISM:

As required in terms of the provisions of Section 177 (9) of the Act, your Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee.

The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Companys net worth, turnover or net profit are below the limits specified under Section 135 of the Act and therefore the requirement for constituting Corporate Social Responsibility Committee; formation of policy and other related provisions are not applicable during the year.

27. RISK MANAGEMENT POLICY:

The Board of Director are overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board has approved Risk Management policy, which acts as guiding principles by which key risks are managed in the Company.

The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company, which threatens its existence.

28. CORPORATE GOVERNANCE REPORT:

In terms of the provisions of regulation 15 (2) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate Governance provisions as specified is not applicable as the Companys Paid up Equity Share Capital is not exceeding rupees 10 Crores and net worth is not exceeding rupees 25 Crores as on 31st March, 2023.

29. PARTICULAR PURSUANT TO SECTION 197(12) AND RELEVANT RULES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details. However, there are no such details reportable.

30. IBC CODE & ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes in creating an environment for its employees which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report forms part of this Annual Report for the year ended 31st March, 2023.

33. ADDITIONAL INFORMATION:

Your Company provides additional information related to the Companys business, matter of interest to the investors like financial information etc. on its website www.planterspolysacks.com.

34. DISCLOSURE:

The Company has complied with applicable provisions of Secretarial Standards i.e. SS-1 and SS-2.

35. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operation received from various Government agencies, Banks, Financial Institutions, Stock Exchanges, customers, suppliers and other business associates during the financial year.

By Order of the Board of Directors
For, Planters Polysacks Limited
Sd/- Sd/-
Place: Mumbai Nishikant Gothwal Jignesh Kumar Patel
Date: 12th May, 2023 Director Managing Director
(DIN: 09772275) (DIN: 05257911)