• Provisions and Contingent Liabilities
A provision is recognised when the Company has a present obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. If the effect of the time value of money is material, provisions are discounted using an appropriate discount
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities are disclosed in the Notes to the Standalone Financial Statements. Contingent liabilities are disclosed for:
i) possible obligations which will be confirmed only by future events not wholly within the control of the Company, or
ii) present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
• Borrowing Costs
Borrowing costs are interest, and other costs that the Company incurs in connection with the borrowing of funds and is measured concerning the effective interest rate (EIR) applicable to the respective borrowing. Borrowing costs include interest costs measured at EIR and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
Borrowing costs, allocated to qualifying assets, about the period from the commencement of activities relating to construction/development of the qualifying asset up to the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted. All other borrowing costs are recognised as an expense in the period which they are incurred.
• Earnings per Share
Basic earnings per share are computed by dividing the profit after tax by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events for bonus issue, bonus element in a rights issue to existing shareholders, share split and Diluted earnings per share is computed by dividing the profit/(loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares.
• Insurance Claims
Insurance claims are accounted for based on claims admitted/expected to be admitted and to the extent that the amount recoverable can be measured reliably and it is reasonable to expect the ultimate collection.
• Goods and Services Tax Input Credit
Goods and Services tax input credit is accounted for in the books in the period in which the underlying service received is accounted and when there is reasonable certainty in availing/utilising the credits.
• Segment Reporting
The Company operates in one reportable business segment, i.e. “Manufacturing of Plastic Pipes”. Hence as per Ind AS 108, disclosures of the segment do not apply to it.
• Taxes on Income
Provision for current income taxes is made on taxable income at the rate applicable to the relevant assessment year. The tax currently payable is based on taxable pro rata for the year. Current tax is measured at the amount expected to be paid to the tax authorities, based on estimated tax liability computed after taking credit for allowances and exemption in accordance with the local tax laws. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the financial year.
Deferred taxes are recognised for future tax consequences attributable to timings difference between the financial statements, determination of income and their recognition for tax purpose. The effect on deferred tax assets and liabilities of a change in tax rates is recognised for tax purposes. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in Profit and Loss Account using the tax rates and tax laws that have been enacted or substantively enacted by BalanceSheet date.
Deferred tax assets are recognised and carried forward only to the extent that there is a virtual certainty of realization of such assets. Considering this, the company has applied for provision for deferred tax.
Current and Deferred Tax for the Year: Current and deferred tax are recognized in the statement of profit and loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current and deferred tax are also recognized in other comprehensive income.
NOTE NO. 32 SIGINIFICANT ACCOUNTING ASSUMPTIONS
The preparations of the financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and accompanying disclosures including disclosures of contingent liabilities. Uncertainty about these assumptions may result in an outcome that requires a material adjustment to the carrying amount of assets or liabilities affected in the future period. The estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances existing when the financial statements were prepared. The estimates and assumptions are reviewed on an ongoing basis. The revision to accounting estimates is recognised in the year in which the estimates are revised and in any future affected.
• Estimates and Assumptions
The key assumptions that concerning the future and other key sources of estimation on the reporting date, which may cause a material adjustment to the carrying amount of assets and liabilities within the next financial year, are listed below. The company based its estimates and assumptions on parameters available when financial statements are made. Existing circumstances and assumptions about future circumstances may change due to market change or circumstances arising beyond the control of the company.
(i) Useful Lives of Property, Plant and Equipment
The company reviews useful life of its property, plant and equipment at the end of each reporting period. During the current financial year, the management determined that there were no changes to the useful lives and residual values of the property, plant and equipment.
(ii) Defined Benefit Plans
The cost of defined benefit gratuity plan and other post-employment and the present value of the gratuity obligations are determined using actuarial valuations. An actuary makes assumptions which may differ from the actual developments in the future. These include the determination of discount rate, future salary increase, mortality rate. Due to the complexity of the valuations, a defined benefit obligation is highly sensitive changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds.
The mortality rate is based on publicly available mortality tables of India. Future salary and gratuity increase are based on expected future inflation rates in India.
Details of Gratuity valuations are given at the end of Note No. 33.
(i) Provision for Inventories
Provision is made in the financial statements for slow and non-moving inventories based on estimate regarding their usability.
(ii) Impairment of Trade Receivables
To measure lifetime expected credit loss allowances of trade receivables, the company has used practical expedient as permitted under Ind AS 109. The expected credit loss allowance is made on a provision matrix based on experience and adjusted for forward-looking information. The identification of doubtful debts requires use of judgement and estimates. Where the expectation is different from the original estimate, such difference will impact the carrying value of the trade and other receivables and doubtful debts expenses in the financial year in which such estimate has been changed.
(iii) Impairment of Other Financial Assets
The impairment of loss of other financial assets is based on an assumption about the risk of default coupled with past experiences and information about the future.
(b) Defined Benefit Plans
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.
1. Liability Risks
a. Asset-Liability Mismatch Risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.
b. Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice, can have a significant impact on the defined benefit liabilities.
c. Future Salary Escalation and Inflation Risk
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management's discretion may lead to uncertainties in estimating this increasing risk.
2. Asset Risks
Plan assets are maintained in a trust fund partly managed by a public sector insurer viz; LIC of India. The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.
(c) Gratuity (Included in Employee Benefit Expenses in Note No. 22 of financial statement)
Gratuity is payable to all eligible employees as provisions of Payment of Gratuity Act, 1972. The benefit will be paid at the time of separation as per the tenure of employment and salary of the employee.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as of 31st March, 2025. The present value of the defined benefit obligations and the related current service cost and past service cost wasmeasured using the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company's financial statements as at the Balance Sheet date.
NOTE NO. 35 EARNINGS PER SHARE
Basic Earnings Per Share (EPS) amounts are calculated by dividing the profits for the year attributable to equity share holders of the Company by weighted average number of equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit attributable to equity share holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity Shares into equity shares. There are no potential equity shares having dilutive effect on the EP.
NOTE NO. 37 There are no contingent liabilities outstanding on 31st March, 2025 and 31st March, 2024.
NOTE NO. 38 FINANCIAL RISK MANAGEMENT
The Company has exposure to the following risks arising from financial instruments:
• Credit risk;
• Liquidity risk;
• Market risk
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports to the board of directors on its activities.
The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Company's activities. The Company, through its training, standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework about the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
a) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. Trade receivables The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also influence credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
Expected credit loss assessment:
The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (e.g. timeliness of payments, available press information etc.) and applying experienced credit judgement.
Exposures to customers: Nil
Outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macroeconomic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.
Cash and cash equivalents:
As at the year end, the Company held cash and cash equivalents including Current Maturity Fixed Deposit and Unclaimed Dividend Accounts of of ' 8,06,24,173 (previous year ' 4,64,66,305). The cash equivalents are held with banks.
Other financial assets:
Other financial assets are neither past due nor impaired.
b) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company' san reputation. The Company enjoys an overdraft limit from the bank.
The Company invests its surplus funds in bank fixed deposit which carry no/low mark to market risks. The Company monitors funding options available in the debt and capital markets to maintain financial flexibility.
Exposure to liquidity risk:
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include estimated interest payments and exclude the impact of netting agreements.
c) Market Risk
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company's income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long-term debt. We are exposed to market risk primarily related to interest rate change. However, it does not constitute a significant risk. Hence, sensitive analysis is not given.
i) Currency risk
The Company is exposed to currency risk on account of its operations with other countries. The functional currency of the Company is Indian Rupee. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent periods and may continue to vary in the future. However, the overall impact of foreign currency risk on the financial statement is not significant.
The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarised above. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.
iii) Commodity rate risk
The Company's operating activities involve the purchase and sale of PVC Plastic Pipes, whose prices are exposed to the risk of fluctuation over short periods. Commodity price risk exposure is evaluated and managed through procurement and other related operations, policies. As of 31st March, 2025; and 31st March, 2024, the Company had not entered into any material derivative contracts to hedge exposure to fluctuations in commodity prices.
NOTE NO. 39 CAPITAL MANAGEMENT
For the Company's capital management, capital includes issued capital and all other equity capital and all other equity reserves attributable to the equity holders of the company. The primary objective of the capital policy of the company to safeguard the Company's ability to remain a going concern and maximise the shareholder value.
The Company manages its capital structure and makes adjustments in the light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. To maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to the shareholders, return capital to shareholders or issue new shares. The current capital structure is through equity with no financing through borrowings. The company is not subject to any externally imposed capital requirements.
No changes were made in the objectives, policies or processes for managing capital during the years ended on 31st March, 2024 and 31st March, 2023.
NOTE NO. 40 There are no immovable properties whose title deeds are not held in the name of company.
NOTE NO. 41 The Company has not revalued it's revalued its Property, Plant and Equipments during the year.
NOTE NO. 42 No Loans and Advances are granted to Directors, KMPs, Promoters and related parties as defined under Companies Act, 2013.
NOTE NO. 43 There is no capital in progress during the year.
NOTE NO. 44 There are no intangible assets during the development.
NOTE NO. 45 There are no proceedings being initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
NOTE NO. 46 The Company is not required to file quarterly returns or statements of current assets with banks or financial institutions.
NOTE NO. 47 The Company is not declared as willful defaulter by the Bank or financial institutions or any other lender.
NOTE NO. 48 The Company does not have any transactions with companies struck off under Section 248 of Companies Act, 2013.
NOTE NO. 49 There is no registration or satisfaction of charge yet to be registered with Registrar of Companies.
NOTE NO. 50 The provisions of Section 2(87) read with Companies (Restriction on Number of Layers) Rules, 2017 is not applicable to the company.
NOTE NO. 51 RATIO ANALYSIS
51.1 Current Ratio
The current ratio indicates a company's overall liquidity position. It is widely used by banks in making decisions regarding the advancing of working capital credit to their clients. Both of these numbers can be found in a Company's balance sheet.
Current Ratio = Total Current Assets/Total Current Liabilities
Current Ratio for FY 2024-25 is 6.09 times (PY 2023-24 - 13.51) times. The Change in this ratio is due to reduction in the current liabilities.
51.2 Debt Equity Ratio
Debt-to-equity ratio compares a Company's total debt to shareholders equity. Both of these numbers can be found in a Company's balance sheet.
Debt Equity Ratio = Total Debt*100/Share Holder's Equity.
Debt Equity Ratio for FY 2024-25 is 16.17% (PY 2023-24 - 23.67%). The Change in this ratio is due to fall in the borrowings.
51.3 Debt Service Coverage Ratio
Debt Service coverage ratio is used to analyses the firm's ability to payoff current interest and instalments.
Debt Service Coverage Ratio = Earnings available for Debt Service/Debt Service
Earning for Debt Service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like loss on sale of Fixed assets etc.
Debt service = Interest & Lease Payments Principal Repayments. No repayments is considered for loan repayable on demands.
“Net Profit after tax” means reported amount of “Profit / (loss) for the period” and it does not include items of other comprehensive income.
The Debt Service Coverage Ratio for FY 2024-25 is 6.64 times (PY 2023-24 4.20 times). There is no material change in this ratio.
51.4 Return on Equity (ROE)
It measures the profitability of equity funds invested in the Company. The ratio reveals how profitability of the equity- holders' funds have been utilized by the Company. It also measures the percentage return generated to equity- holders. The ratio is computed as:
ROE = Net Profit after Taxes-Preference Dividend (if any)*100/ Average Shareholder's Equity The Return on Equity for FY 2024-25 is9.80% (PY 2023-24- 9.54%). There is no significant change in the ratio.
51.5 Inventory Turnover Ratio
This ratio also known as stock turnover ratio and it establishes the relationship between the cost of goods sold during the period or sales during the period and average inventory held during the period. It measures the efficiency with which a Company utilizes or manages its inventory.
Inventory Turnover Ratio = Sales/Average Inventory
Average Inventory = (Opening Inventory Closing Inventory)/2
Inventory Turnover Ratio for FY 2024-25 is 9.50 times (PY 2023-24- 10.06 times). There is no material change in this ratio.
51.6 Trade receivable Turnover Ratio
It measures the efficiency at which the firm is managing the receivables.
Trade Receivable Turnover Ratio = Net Credit Sales/Average Accounts Receivable Net credit sales consist of gross credit sales minus sales return.
Trade receivables includes sundry debtors and bill's receivables Average trade debtors = (Opening Closing balance / 2
Trade Receivable Turnover Ratio is times in FY 2024-25 is 8.87 (PY 2023-24 - 10.29 times). There is no significant change during the year.
51.7 Trade Payables Turnover Ratio
It indicates the number of times sundry creditors have been paid during a period. It is calculated to judge the requirements of cash for paying sundry creditors. It is calculated by dividing the net credit purchases by average creditors
Trade Payables Turnover Ratio = Net Credit Purchases/Average Trade Payables
Net credit purchases consist of gross credit purchases minus purchase return.
Average trade Payables= (Opening Closing balance / 2
Trade Payable Turnover Ratio is times in FY 2024-25 is 52.75 (PY 2023-24 - 83.68 times). The change in this ratio is due to increase outstanding payable as compared to previous year
51.8 Net Capital Turnover Ratio
It indicates a company's effectiveness in using its working capital. The working capital turnover ratio is calculated as follows: Net Sales divided by the average amount of working capital during the same period.
Net Capital Turnover Ratio = Net Sales/ Working Capital
Net Sales shall be calculated as total sales minus sales returns. Working capital shall be calculated as current assets minus current liabilities.
Net Capital Turnover Ratio is times in FY 2024-25 is 3.93 times (PY 2023-24 - 5.59 times). There is no significant change during the year.
51.9 Net Profit Ratio
It measures relationship between Net profit and Sales of the business.
Net profit Ratio = Net profit/Sales Net profit shall be after tax.
Net sales shall be calculated as total sales minus sales returns.
Net profit for FY 2024-25 is 2.62% (PY 2023-24 2.05%). There is no significant change in the ratio during the year.
51.10 Return on Capital Employed
Return on capital employed indicates the ability of a company's management to generate returns for both the debt holders and the equity holders. Higher the ratio, more efficiently is the capital being employed by the company to generate returns.
Return on Capital Employed = Earning Before Interest and Taxes * 100/Capital Employed Capital Employed = Tangible Net worth Total Debt Differed Tax Liability
The return on Capital Employed for FY 2024-25 is12.06% (PY 2023-24 - 13.33%). There is no significant change in the ratio during the year.
51.11 Return on Investments
Return on investment (ROI) is a financial ratio used to calculate the benefit an investor will receive in relation to their investment cost. The higher the ratio, the greater the benefit earned. The one of widely used method is Time Weighted Rate of Return (TWRR) and the same should be followed to calculate ROI. It adjusts the return for the timing of investment cash flows and its formula / method of calculation is commonly available. However, the same is given below for quick reference:
ROI = {MV(T 1) - MV(T0) - Sum [C(t)]}
{MV(T0) Sum [W(t) * C(t)]
where,
T1 = End of time period
T0 = Beginning of time period
t = Specific date falling between T1 and T0
MV(T 1) = Market Value at T1
MV(T0) = Market Value at T0
C(t) = Cash inflow, cash outflow on specific date
W(t) = Weight of the net cash flow (i.e. either net inflow or net
outflow) on day ‘t', calculated as [T1 - t] / T1
Investors may calculate ROI applying the above formula for their investments.
NOTE NO. 52 EVENTS OCCURING AFTER THE BALANCE SHEET DATE
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of 13th May, 2025, there are no subsequent events to be recognized or reported
NOTE NO. 53 There is no scheme approved under section 230 to 237 of Companies Act, 2013 during the year.
NOTE NO. 54 The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
NOTE NO. 55 The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
NOTE NO. 58 There is no income which has not been recorded in the books of accounts has been surrendered or disclosed as income during the year under the tax assessments under Income tax Act, 1961.
NOTE NO. 59 PROPOSED DIVIDEND
The Board of Directors, in its meeting held on May 13, 2025, has recommended a final dividend of ' 1.50 per equity share of 10 each for the financial year ended March 31,2025, aggregating to ' 90 Lakh. The proposed dividend is subject to the approval of shareholders at the ensuing Annual General Meeting and has not been recognized as a liability in the financial statements as at March 31, 2025, in accordance with Ind AS 10, "Events After the Reporting Period." The company use to create provisions for unpaid dividends in books of accounts till March 31,2025. The practise has been discontinued to comply with provisions of Ind AS 10.
NOTE NO. 60 During the year, the Company was levied penalties of 5,36,900 and 2,14,760 for non-compliance with the provisions of Regulations 17(1) and 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These regulatory provisions became applicable to the Company for the first time during the current financial year. The non-compliance occurred due to an inadvertent oversight. The Company has submitted a request to BSE seeking a waiver of the said penalties, and the matter is currently under consideration.
NOTE NO. 61 43rd ANNUAL GENERAL MEETING OUTCOME HELD IN ABEYANCE
The Company convened its 43rd Annual General Meeting (AGM) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) on 12th July 2024. However, pursuant to the Order of the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad dated 12th July 2024, the resolutions passed at the said AGM have been kept in abeyance until further directions from the Tribunal. Consequently, the dividend declared for the financial year 2023-24 remains unpaid and will be disbursed upon receipt of the necessary approvals from the Court.
Further, since the resolution for adoption of the financial statements and the annual report has also been kept in abeyance as per the NCLT Order, the Company is yet to undertake the requisite annual filings with the Registrar of Companies in respect of the financial statements and annual return. These filings will be completed in accordance with the directions of the Hon'ble Tribunal.
NOTE NO. 62 PETITION UNDER SECTIONS 241 AND 242 OF COMPANIES ACT, 2013
On 8th July 2024, a petition was led against the Company and some of its promoters, before the National Company Law Tribunal, Ahmedabad ("NCLT"), under Sections 241 and 242 of the Companies Act, 2013, pertaining to the prevention of oppression and mismanagement of the Company by (a) Mr. Sudip Patel, director and promoter, (b) Mrs. Rachana Patel, Promoter and (c) Mr. Nilay Patel, promoter. The matter is still pending before the tribunal. The Company has denied all allegations of the petitioner and decided to defend its stand legally.
NOTE NO. 63 ALLEGATIONS OF FRAUDS AND IRREGULARITIES
In his petition filed under Sections 241 and 242 of the Companies Act, 2013, the petitioner has alleged fraud and irregularities in relation to the purchase of waste materials from the group company, Dutron Plastics Private Limited. It is pertinent to note that the petitioner is himself a promoter and director of Dutron Plastics Private Limited. The Company has categorically denied all such allegations.
All purchases of waste materials have been made in accordance with established past practices and at prevailing market rates, following due process and appropriate internal controls. During the financial year 2023-24, the value of such purchases amounted to 2,71,200, and 3,59,432 during the financial year 2024-25. These amounts are insignificant when compared to the Company's total procurement value.
Furthermore, Mr. Sudip Patel, one of the petitioners, also holds the position of Vigilance Officer in the Company. However, he has neither initiated any investigation into this matter under the Company's Vigil Mechanism nor submitted any report to the Audit Committee, as mandated under the policy. Additionally, Mr. Patel has failed to respond to inquiries made by the Statutory Auditor, despite repeated reminders.
The Company maintains that it has always adhered to best practices in internal control and financial governance. The allegations made in the petition appear to be motivated by personal vendetta against other promoters and are vague, unsubstantiated, and without merit.
Mr. Sudip Patel has claimed before hon'ble National Company Law Tribunal that for year ended on March 31,2024 his fake signature was made for the purpose of approving accounts. The Company denies his allegations. The financial statement uploaded on BSE website immediately after board meeting dated 8th May, 2024 contains signature of Mr. Sudip Patel. On Page No 10 which bears signature of Mr. Sudip Patel, in Point Number 5, Mr. Sudip Patel has asserted that “The above financial results have been approved by the Board of Directors and Audit Committee in their meeting held on 8th May, 2024.” Accordingly, the company denies his allegations as baseless and devoid of any merit. Additionally, Mr. Sudip Patel has failed to respond to inquiries made by the Statutory Auditor, despite repeated reminders.
NOTE NO. 64 Pursuant to a complaint filed by Mr. Sudip Patel and Mr. Nilay Patel, the Registrar of Companies, Gujarat and Dadra & Nagar Haveli initiated an inquiry via its letter dated 21st October 2024. The Company duly responded to the inquiry, following the due process of law. After considering the Company's submissions, the complaint was dismissed by the Registrar of Companies on 26th December 2024.
NOTE NO. 65 Following a similar complaint by Mr. Sudip Patel and Mr. Nilay Patel, the Securities and Exchange Board of India (SEBI) initiated an inquiry via email. The Company has duly responded to the inquiry, adhering to the applicable legal procedures. The Company remains fully committed to cooperating with SEBI in all respects in connection with this matter. It reiterates its adherence to the rule of law and firmly denies all allegations made by the complainants, which appear to be motivated by personal vendetta and are devoid of any merit.
NOTE NO. 66 The Company has not traded or invested in virtual currency or crypto currencies during the year.
As per our Report of even date attached.
Signatures to Note Nos. 1 to 66
FOR KRUTESH PATEL & ASSOCIATES FOR DUTRON POLYMERS LIMITED
Chartered Accountants
KRUTESH PATEL R. H. PATEL A. B. PATEL
Partner Managing Director Director
Membership No. 140047 DIN: 00226388 DIN: 00226723
Firm Reg. No. 100865W
B. R. BAROT
CFO
Place: Ahmedabad
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