Technopack Poly. Director Discussions


<dhhead>DIRECTOR’S REPORT</dhhead>

DEAR MEMBERS,

Your Director’s are pleased to present the 05th Annual Report of the Company covering the operating and financial performance together with the Audited Standalone Financial Statements and the Auditors’ Report thereon for the Financial Year ended on March 31, 2023.

FINANCIAL RESULTS AND OPERATIONS REVIEW:

The financial highlights of the Company during the period ended March 31, 2023 are as below:

Particulars

Financial Year 2022-23

Financial Year 2021-22

Revenue from operations (Net)

1,15,158.63

99,818.61

Other income

1,984.44

468.74

Total Revenue

1,17,143.08

1,00,287.35

Profit/loss before depreciation,

38,133.42

37,506.63

Finance, Costs, Exceptional items and Tax Expense

 

 

Less: Depreciation expense

3866.21

5,191.13

Profit/loss before Finance, Costs,

34,267.21

32,315.54

Exceptional items and Tax Expense

 

 

Less: Finance costs

1,943.08

2,539.63

Profit/Loss before Exceptional

32,324.13

29,775.88

Items, Extraordinary Items and Tax

 

 

Expense

 

 

Less: Exceptional Items

0

0

Profit/Loss before Extraordinary Items

32,324.13

29,775.88

Less: Extraordinary Items

0

0

Profit/ (Loss) before tax

32,324.13

29,775.88

Less: Tax expense:

 

 

(a) Current tax expense

8637.19

8966.25

(b) Deferred tax

(1195)

(273.95)

Profit / (Loss) for the year (1)

23,698.89

21,083.57

During the year under review on the basis of Financial Statement the Company’s revenue from operations during the financial year ended 31st March, 2023 were Rs  1,15,158.63/- (in Thousand) as against Rs  99,818.61/- (in Thousand) of the previous year representing Increase of approximately about 15.36% over the corresponding period of the previous year with total expenses of Rs  84,818.94/- (in Thousand) (previous year of Rs  70,511.46/- (in Thousand)). The company has made profit before Exceptional Items of Rs 32,324.13/- (in Thousand) as against profit of Rs  29,775.88/- (in Thousand) in the previous year. The Company has made Net Profit of Rs  23,698.89/- (in Thousand) as against Rs  21,083.57/- (in Thousand) of the previous year representing increase of approximately about 12.41% over the corresponding period of the previous year.

The EPS of the Company for the year 2022-23 is Rs  5.40.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company’s dividend distribution policy, has decided it would be prudent, not to recommend any Dividend for the year ended on 31st March, 2023 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

TRANSFER TO RESERVES

During the year under review, Company has not transferred any amount to reserves.

SHARE CAPITAL

During the year under review the Company has made changes in the share capital as on 31st March, 2023. The details of the same are mentioned below:

Authorised Share Capital:

The Company’s Authorized share capital has been increased from Rs  1,00,00,000 (Rupees One Crore) comprising of 10,00,000 (Ten Lakh) equity shares of Rs 10/- each to Rs  7,00,00,000 (Rupees Seven Crore) comprising of 70,00,000 (Seventy Lakh) equity shares of Rs 10/- each vide Ordinary Resolution passed at their Shareholder Meeting dated 22nd June, 2022.

Paid Up Share Capital:

The Company’s paid up share capital has been increased from Rs  1,00,00,000 (Rupees One Crore) comprising of 10,00,000 (Ten Lakhs) equity shares of Rs 10/- each to Rs 1,70,00,000 (Rupees One Crore Seventy Lakhs) comprising of 17,00,000 ( Seventeen Lakhs) equity shares of Rs 10/- each by allotting 7,00,000 Equity Shares by way of right issue vide Board Resolution passed at their Board Meeting held on 01st July, 2022.

Further, the Company’s paid up share capital has been increased from Rs 1,70,00,000 (Rupees One Crore Seventy Lakhs) comprising of 17,00,000 ( Seventeen Lakhs) equity shares of Rs 10/- each to Rs 3,97,00,000/- (Rupees Three Crore Ninety Seven Lakh ) comprising of 39,70,000 (Thirty Nine Lakh Seventy Thousand ) equity shares of Rs 10/- by allotting 22,70,000 Equity Shares by the way of Bonus issue vide Board Resolution passed at their Board Meeting held on 07th July, 2022.

Initial Public Offer:

The Company made its maiden public offer of equity shares in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, wherein 14,30,000 Equity Shares were issued through the Initial Public Offer. The public issue was opened on November 02, 2022 and closed on November 07, 2022 for all applicants for 14,30,000 equity shares of face value of Rs  10 each of the Company at an offer price of Rs 55/- per equity share, including a share premium of Rs 45/- per equity share aggregating to Rs 7,86,50,000/. The Equity shares of the Company were listed on BSE SME Platform with effect from November 16, 2022.

Proceeds from Initial Public Offering

The details of the proceeds of the Fresh Issue are set forth below:

Particulars

Amount

Gross Proceeds of the Issue

78,650

(less) Issue related Expenses

5,000

Net Proceeds of the Issue

73,650

Post listing also, the Company’s market capitalization soared high backed by strong quarterly results and various new business inroads it made consistently. We see this as an endorsement of our consumer-focused approach as well as our ethos of trust, transparency, and innovation in everything we do. We are gratified and humbled by the faith shown in the Company by the market participants and grateful to our customers for their continued trust shown in our capabilities to deliver consistent high quality services & innovative solutions.

The change in paid-up share capital during the year was as under:

Particulars

No. of Securities Allotted

Cumulative Paid up Share Capital

Capital at the beginning of the year i.e. on April 01, 2022

-

10,000.00

Allotment of 7,00,000 equity shares of Rs 10/- each fully paid up pursuant to Right Issue (on July 01, 2022)

700.00

7,000.00

Allotment of 22,70,000 equity shares of Rs 10/- each fully paid up pursuant to Bonus Issue (on July 07, 2022)

22,70.00

22,700.00

Allotment 14,30,000 equity shares of Rs 10/- each fully paid up pursuant to Initial Public Offer (IPO) (on November 11, 2022)

14,30.00

14,300.00

Capital at Present

-

5,4000.00

ALTERATION OF MEMORANDUM OF ASSOCIATION

The name clause of the Memorandum of Association has been altered for conversion of company from private company to public company i.e., “TECHNOPACK POLYMERS PRIVATE LIMITED” to “TECHNOPACK POLYMERS LIMITED” vide Special Resolution passed at the Extra-Ordinary General Meeting held on 11th July, 2022 and fresh certificate of incorporation upon conversion received on 15th July, 2022.

Further the company has made the alteration in the Memorandum of Association of the company by increased in Authorized Share Capital from Rs  1,00,00,000 (Rupees One Crore) comprising of 10,00,000 (Ten Lakhs) equity shares of Rs 10/- each to Rs 7,00,00,000 (Rupees Seven Crore) comprising of 70,00,000 (Seventy Lakhs) equity shares of Rs 10/- vide Ordinary Resolution passed at the Extra-Ordinary General Meeting held on 22nd June, 2022.

ALTERATION OF ARTICLES OF ASSOCIATION

The Company has adopted new sets of the Article of the Association in due compliance with Conversion of Private Limited Company into Public Limited Company vide Special Resolution passed at the Extra - Ordinary General Meeting held on 11th July, 2022 and fresh certificate of incorporation upon conversion received on 15th July, 2022.

DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations/LODR’) read with SEBI circular no. CIR/CFD /CMD1/162/2019 dated December 24, 2019, the company has made disclosure on BSE in statement of Deviation/variation in utilization of funds raised through Initial Public offer from the objects stated in the Prospectus for the year ended on March 31, 2023.

The utilization of funds raised through IPO have been mentioned hereunder:

Mode

Object

Amount Allocated

Amount Utilised as on March 31, 2023

IPO

Issue related expense

5000.00

5000.00

 

Part Funding to purchase and set up additional SACMI CCM24S-F Plant for manufacturing of HDPE Beverages Closures

63800.00

19700.00

 

Additional Working Capital Requirements

7350.00

7350.00

 

General Corporate Purpose

2500.00

2500.00

There was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated October 14, 2022, in respect of the Initial Public Offering of the Company.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of ^1,17,143.08/- (in Thousand) as against Rs 1,00,287.35/- (in Thousand) in the previous year. The company has made Profit before depreciation, Finance, Costs, Exceptional items and Tax Expense of Rs 38,133.42/- (in Thousand) as against profit of Rs 37,506.63/- (in Thousand) in the previous year in the financial statement.

The Company made net profit of Rs 23,698.89 (in Thousand) as against Rs 21,083.57/- (in Thousand) in the previous year in the financial statement.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Directors’ Report.

LISTING WITH STOCK EXCHANGE

The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company in terms of Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment/ Re-Appointment

During the year under review, the Company has appointed Mr. Rameshchandra Shivshanker Rajyaguru (DIN: 09658605) as Additional Independent Director (Non-Executive) and Ms. Deepali Malpani as Company secretary as well as Compliance officer with effect from 07th July, 2022.

Further the Company has appointed Ms. Dipali Shukla (DIN: 09658550) and Mr. Hardik Hargovindbhai Nanghanoja (DIN: 09677927) as Additional Independent Director (Non-Executive), Mr. Chetankumar Ishvarlal Pandya (DIN: 08196693) as Managing Director and Mr. Kalpeshkumar Ishwarlal Pandya (DIN: 08196642) as Chief Financial Officer with effect from 19th July, 2022.

During the year under review, Ms. Dipali Shukla (DIN: 09658550), Mr. Hardik Hargovindbhai Nanghanoja (DIN: 09677927) and Mr. Rameshchandra Shivshanker Rajyaguru (DIN: 09658605) has been regularized as Independent Director vide Special Resolution passed at the Annual General Meeting held on 30th July, 2022.

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Chetankumar Ishvarlal Pandya (DIN: 08196693) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your Directors recommended his re-appointment on recommendation made by the Nomination and Remuneration Committee.

Cessation

During the year under review, there is no cessation of director from the Board.

Independent Directors

Ms. Dipali Shukla (DIN: 09658550) holds office as a Non-Executive Independent Director of the Company with effect from 19th July, 2022 for the period of 5 years who is not liable for retire by rotation.

Mr. Rameshchandra Shivshanker Rajyaguru (DIN: 09658605), holds office as a Non-Executive Independent Director of the Company with effect from 07th July, 2022 for the period of 5 years who is not liable for retire by rotation.

Mr. Hardik Hargovindbhai Nanghanoja (DIN: 09677927) holds office as a Non-Executive and Independent Director of the Company with effect from 19th July, 2022 for the period of 5 years who is not liable for retire by rotation.

Key Managerial Personnel

Mr. Chetankumar Ishvarlal Pandya - Chairman & Managing Director

Mr. Kalpeshkumar Ishwarlal Pandya - Director & Chief Financial Officer

Ms. Deepali Malpani - Company Secretary & Compliance Officer

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”). These declarations have been placed before and noted by the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 March 31, 2023 and of the profit of the Company for that period;

(c) They have taken proper and sufficient care for the 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;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

The Board of Directors along with its Committees provide leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of TPL comprises of Executive (Whole-Time) and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, marketing, technology, finance, economics, administration, etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors as on March 31, 2023, comprised of 5 Directors, out of which 1 was Executive Director ("ED") (MD & Chairman), 1 was Executive Directors ("EDs") and 3 were Non-Executive Directors ("NEDs") Independent Directors ("IDs"). Detailed profile of our Directors is available on our website at https://technopackltd.com//investor-relations.

Composition of Board:

Sr No* Name of Director

Category

Designation

1. Mr. Chetankumar Ishvarlal Pandya

Executive Director

Managing Director & Chairman

2. Mr. Kalpeshkumar Ishwarlal Pandya

Executive Director

Executive Director

3. Ms. Dipali Shukla

Non-Executive Director

Independent Director

4. Mr. Rameshchandra Shivshanker Rajyaguru

Non-Executive Director

Independent Director

5. Mr. Hardik Hargovindbhai Nanghanoja

Non-Executive Director

Independent Director

Board Meetings:

The Board of Directors duly met 23 times at regular intervals during the mentioned financial year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The dates on which meetings were held are as follows:

 

Name of the Directors

Date of Meeting

Kalpeshkumar Ishwarlal Pandya

Chetankumar Ishvarlal Pandya

Dipali Shukla

Rameshchandra Shivshanker Rajyaguru

Hardik Hargovindbhai Nanghanoja

01/06/2022

Yes

Yes

NA

NA

NA

13/06/2022

Yes

Yes

NA

NA

NA

20/06/2022

Yes

Yes

NA

NA

NA

24/06/2022

Yes

Yes

NA

NA

NA

01/07/2022

Yes

Yes

NA

NA

NA

07/07/2022

Yes

Yes

NA

NA

NA

08/07/2022

Yes

Yes

NA

Yes

NA

16/07/2022

Yes

Yes

NA

Yes

NA

18/07/2022

Yes

Yes

NA

Yes

NA

19/07/2022

Yes

Yes

NA

Yes

NA

20/07/2022

Yes

Yes

Yes

Yes

Yes

25/07/2022

Yes

Yes

Yes

Yes

Yes

28/07/2022

Yes

Yes

Yes

Yes

Yes

25/08/2022

Yes

Yes

Yes

Yes

Yes

07/10/2022

Yes

Yes

Yes

Yes

Yes

12/10/2022

Yes

Yes

Yes

Yes

Yes

18/10/2022

Yes

Yes

Yes

Yes

Yes

11/11/2022

Yes

Yes

Yes

Yes

Yes

22/11/2022

Yes

Yes

Yes

Yes

Yes

01/12/2022

Yes

Yes

Yes

Yes

Yes

t:0in>13/01/2023

Yes

Yes

Yes

Yes

Yes

04/03/2023

Yes

Yes

Yes

Yes

Yes

31/03/2023

Yes

Yes

Yes

Yes

Yes

No of Board Meeting attended

23/23

23/23

13/23

17/23

13/23

**During the year under review 3(Two) Extra Ordinary General Meeting were held on 22nd June, 2022, 06th July, 2022 and 11nd July, 2022.

Independent Directors Meetings:

In terms of the provisions of the Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations, the Independent Directors of the Company shall meet at least once in a year, without the presence of Executive Directors and members of Management. During the financial year, the Meetings of Independent Directors was held in following manner:

 

Name of Director

Date of Meeting

Dipali Shukla

Rameshchandra Shivshanker Rajyaguru

Hardik Hargovindbhai Nanghanoja

04/03/2023

Yes

Yes

Yes

Number of Independent Directors attended during the year

01/01

01/01

01/01

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The internal auditor reports functionally to the Audit Committee. The Chief Financial Officer of the Company also attends the meetings as invitee.

Composition of Audit Committee:

Sr. Nm Name of Director

Designation

Nature of Directorship

1. Mr. Rameshchandra

Shivshanker Rajyaguru

Chairman

Non-Executive Independent Director

2. Ms. Dipali Shukla

Member

Non-Executive Independent Director

3. Mr. Hardik Hargovindbhai Nanghanoja

Member

Non-Executive Independent Director

Audit Committee Meeting:

In terms of the provisions of the Regulation 18(2)(a) of the Listing Regulations, the Audit Committee of the Company shall meet at least four times in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit committee was held in following manner:

 

Name of Director

Date of Meeting

Mr. Rameshchandra Shivshanker Rajyaguru

Ms. Dipali Shukla

Mr. Hardik Hargovindbhai Nanghanoja Daga

19/07/2022

Yes

Yes

Yes

15/10/2022

Yes

Yes

Yes

16/11/2022

Yes

Yes

Yes

10/03/2023

Yes

Yes

Yes

Number of Audit Committee Meetings attended during the year

04/04

04/04

04/04

Financial Reporting and Related Processes:

? Oversight of the Company‘s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

? Reviewing with the Management, Audited Annual Financial Statements and Auditor’s Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

? Review the Management Discussion & Analysis of financial and operational performance.

? Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Company‘s accounting principles with reference to the Accounting Standard (AS).

All the Members of the Audit Committee have the requisite qualification for appointment on the

Committee and possess sound knowledge of finance, accounting practices and internal controls.

The board of directors has accepted all recommendations of the Audit Committee during the year. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel .

Composition of Nomination and Remuneration Committee:

Sr. No. Name of Director

Designation

Nature of Directorship

1. Ms. Dipali Shukla

Chairman

Non-Executive Independent Director

2. Mr. Rameshchandra Shivshanker Rajyaguru

Member

Non-Executive Independent Director

3. Mr. Hardik Hargovindbhai Nanghanoja

Member

Non-Executive Independent Director

Nomination and Remuneration Committee Meeting:

In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the Nomination and Remuneration Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration Committee was held in following manner:

 

Name of Director

Date of Meeting

Mr. Rameshchandra Shivshanker Rajyaguru

Ms. Dipali Shukla

Mr. Hardik Hargovindbhai Nanghanoja Daga

19/07/2022

Yes

Yes

Yes

31/03/2023

Yes

Yes

Yes

Number of NRC Meetings attended during the year

02/02

02/02

02/02

The terms of reference of the Committee inter alia, include the following:

? Succession planning of the Board of Directors and Senior Management Employees;

? Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

? Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

? Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

? Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

Composition of Stakeholders’ Relationship Committee:

Sr.No. Name of Director

Designation

Nature of Directorship

1. Mr. Hardik Hargovindbhai Nanghanoja

Chairman

Non-Executive Independent Director

2. Mr. Rameshchandra Shivshanker Rajyaguru

Member

Non-Executive Independent Director

3. Ms. Dipali Shukla

Member

Non-Executive Independent Director

Stakeholders’ Relationship Committee Meeting:

In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the Stakeholders’ Relationship Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Stakeholders’ Relationship Committee was held in following manner:

 

Name of Director

Date of Meeting

Mr. Rameshchandra Shivshanker Rajyaguru

Ms. Dipali Shukla

Mr. Hardik Hargovindbhai Nanghanoja Daga

20/01/2023

Yes

Yes

Yes

Number of SRC Meetings attended during the year

01/01

01/01

01/01

The terms of reference of the Committee are:

? Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

? Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

? Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

? To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

? To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

? Monitoring expeditious redressal of investors / stakeholders grievances;

? All other matters incidental or related to shares, debenture.

During the year, the Company has given disclosure for Investor Complaints of last two quarters on Stock Exchange and no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2023.

Ms. Deepali Malpani, Company Secretary of the Company is the Compliance Officer.

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal (‘KMP’) and other employees so as to attract, retain and reward talent who will contribute to our long-term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial

Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial. The Nomination and Remuneration Policy is also available on the website of the Company https://technopackltd.com/investor/ in the head of Policies.

For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company’s commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2023 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.technopackltd.com.

FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted

? Code of Practices for Prevention of Insider Trading and

? Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the Company.

The Code of Practices for Prevention of Insider Trading and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company www.technopackltd.com.

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of noncompliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www.technopackltd.com.

VIGIL MECHANISM

The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical behavior, fraud or violation of the Company’s Code of Conduct/ ethics/ principles and matters specified in the Policy.

The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at www.technopackltd.com. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.

During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company’s Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any of such information.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors.

The Board sought the feedback of Directors on various parameters including:

? Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

? Structure, composition, and role clarity of the Board and Committees;

? Extent of co-ordination and cohesiveness between the Board and its Committees;

? Effectiveness of the deliberations and process management;

? Board/Committee culture and dynamics; and

? Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

? Knowledge

? Professional Conduct

? Comply Secretarial Standard issued by ICSI Duties,

? Role and functions

2. For Executive Directors:

? Performance as leader

? Evaluating Business Opportunity and analysis of Risk Reward Scenarios

? Key set investment goal

? Professional conduct and integrity

? Sharing of information with Board.

? Adherence applicable government law

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control which is also available on our website www.technopackltd.com. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at work place. Your Company has in place Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website www.technopackltd.com.

Further, your company has setup an Internal Complaint Committee (“ICC“) at the registered office. ICC has equal representation of men and women and is chaired by senior woman of the Company.

The composition of internal complaint committee is as follows:

Sr. Name of the Member No

Designation

1. Mr. Suresh Patel

NGO Personnel

2. Ms. Sonal Dabhi

HR Executive

3. Ms. Varsha Koringa

HR Executive

AUDITORS

STATUTORY AUDITORS:

In the 01st Annual General Meeting (AGM) held on November 29, 2019 M/s. Karia & Associates, Chartered Accountants (Firm Registration Number 136752W), were appointed as statutory auditors of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual General Meeting of the Company in the year 2024. The Company has received letter from M/s Karia & Associates, Chartered Accountants, to the effect that their appointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013..

The Auditors’ Report for the financial year ended on March 31, 2023 have been provided in “Financial Statements” forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013, M/s. Padaliya & Associates (FRN: 138580W) has been appointed on 31st March, 2023 as the internal auditor of the company for the Financial Year 2022-23 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. G R Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2023. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2023 is attached as Annexure -II to the Directors’ Report and forming part of this Annual Report.

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.

DIRECTORS’ RESPONSE ON AUDITORS’ QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE

There is a no qualification or Disclaimer of Opinion in the Auditor’s Report on the Financial Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with Secretarial standards and its provisions and is in compliance with the same.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-7 for the financial year 2022-23 will be available on the website of the Company (www.technopackltd.com). The due date for filing annual return for the financial year 2022-23 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.technopackltd.com) as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as required under Section 135 of the Companies Act, 2013, hence Company has not taken any initiative on Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure I.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

The Company has not advanced any loan, made any investment and provided security or guarantee under Section 186 of the Companies Act, 2013 during the year under review.

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were Rs   5204.40/- (in Thousand) and at the close of year was Rs  14729.75/- (in Thousand).

The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year ended on 31st March, 2023 were on an arm’s length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were Related Party Transactions made by the Company during the year that required shareholders’ approval.

The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure III of this Director Report for the F.Y 2022-23.

Details of other related party transactions have been included in Point L of Significant Account Policies to the standalone financial statements.

The Policy on the Related Party Transactions is available on the Company’s website at www.technopackltd.com

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the Company undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF EMPLOYEES

The information 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 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name

Ratio to median remuneration

% increase in remuneration in the financial year

 

Executive Director

Chetankumar Ishvarlal Pandya

1011.46

Not Applicable

 

Chief Financial Officer

Kalpeshkumar Ishwarlal Pandya

1113.26

146.22

 

Company Secretary

Deepali Malpani

194.16

Not Applicable

2. The percentage increase in the median remuneration of employees in the financial year: NIL

3. The number of permanent employees on the rolls of Company: 12

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salary of employees other than the managerial personnel in the last financial year is 30%. Managerial remuneration increased by 146% due to appointment of Managing Director, Chief Financial Officer and Company Secretary in the Financial Year 2022-23. Increment has been decided basis individual performance, internal parity and market competitiveness.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top five employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

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

As required by the provisions of Section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company’s operations in future.

INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report is to be given only by top 500 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2023.

MAINENTANCE OF COST RECORD

The provisions relating to maintenance of cost records as specified by the Central Government under sub section 1 of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

The business activity of company does not fall under rule 3 of The Companies (Cost Records and Audit) Rules, 2014 and sub section 2 of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly company does not require to appoint of cost auditor.

DEMATERIALISATION

The Demat activation number allotted to the Company is ISIN INE0MXP01015. The company is holding its shares in dematerialized form only.

INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.

By Order of the Board

For, TECHNOPACK POLYMERS LIMITED (Formerly Known As Technopack Polymers Private Limited)

PLACE: MORBI

DATE: 18/08/2023