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You can view full text of the latest Director's Report for the company.

BSE: 530429ISIN: INE831C01016INDUSTRY: Plastics - Pipes & Fittings

BSE   ` 37.60   Open: 40.89   Today's Range 37.60
40.89
-0.54 ( -1.44 %) Prev Close: 38.14 52 Week Range 28.50
95.35
Year End :2024-03 

We have great pleasure in presenting Thirtieth Annual Report on the working of the company together
with the Annual Accounts for the year ended on 31st March 2024 and trust that the same will meet
your approval.

1 FINANCIAL RESULTS

Particulars

2023-24

Amount in Lakhs

2022-23

Amount in Lakhs

Sales & Other Income

1,669.71

1,606.50

Profit/(Loss) before Depreciation and

125.92

52.44

Less: Depreciation

28.39

26.29

Less: Exceptional Items

-

-

Profit/(Loss) before Tax

97.54

26.14

Less: Provision for taxation

13.38

7.22

Profit/(Loss) after taxation

84.16

18.93

Other Comprehensive Income

(0.89)

(1.91)

Total Comprehensive Income

83.27

17.01

Add: Balance of last year brought

216.36

199.35

Balance Profit/(Loss) available for

299.63

216.36

Less: Transfer to General Reserve

-

-

Proposed Dividend

-

-

Dividend Distribution Tax

-

-

Balance Profit/(Loss) Carried to

299.63

216.36

2 COMPANY’S PERFORMANCE

The sales turnover of the company amounted to Rs. 1,594.13 Lakhs in the current year as compared to
Rs.1,603.31 Lakhs in the previous year which shows an decrease of about 0.57%. The company has
earned net profit after tax of Rs.83.27 Lakhs during the year as against Rs.17.01 Lakhs in last year.
Profit Before Depreciation and tax and before exceptional items (PBDT) is Rs. 125.92 Lakhs during
the Current year as against Rs.52.44 Lakhs in last year. Your Directors are making constant efforts for
increasing the business of the company.

3 CAPITAL STRUCTURE

During the year under review, the company has neither issued nor bought back shares. The Capital of
the company remains same as under.

Authorized Share Capital

Rs.3,75,00,000 divided into 37,50,000 shares of Rs. 10 each

Issued Share Capital

Rs.3,50,00,000 divided into 35,00,000 shares of Rs. 10 each

Paid Up Share Capital

Rs.3,39,75,000 divided into 33,97,500 shares of Rs. 10 each

The Capital of the Company consist only of equity shares.

4 DIVIDEND

Your Directors do not recommend dividend for the year under review, in order to strengthen the long
term resources of the Company.

5 TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

6 LISTING AT STOCK EXCHANGE

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE).

7 MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF
THE BOARD REPORT

There have been 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.

8 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

During the year under review there have been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's operations in

9 SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATES

As on March 31 2024 the company does not have any subsidiary or joint venture or associate.

10 RISK MANAGEMENT POLICY

The Company has in place a dynamic Risk management framework for a systematic approach to
control risks as the framewrok identifies, evaluates business risks and oppurtunities and seeks to create
transparency and minimize adverse impact on the business The Risk Management Process is
appropriately handled by functional heads. As on Date, the comany envisage risks which could

11 CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not
fall within the purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.

12 DIRECTORS

The composition of Board of Directors is well balanced with a view to manage the affairs of the
Company efficiently and professionally.

Name of Director

Status

Category

Ashish D. Panchal

Managing Director

Non-Independent and Executive

Kantaben D. Panchal

Director

Non-Independent and Non-Executive

Rakeshbhai N. Panchal*

Director

Independent and Non-Executive

Khusboo Fenil Kansara

Director

Independent and Non-Executive

The Independent Director of the Company furnished a declaration at the time of his appointment that
he qualifies the tests of his being independent as laid down under Clause 16(1)(b).The attendance
record of the Directors at the Board Meeting held during the financial year ended on 31st March, 2024
and the last Annual General Meeting (AGM).

As per section 152 of the Companies Act, 2013 and clause 110 of Article of Association of the
Company Mrs. Kantaben Panchal is liable to retire by rotation and being eligible, offers himself for re-

*During the year there is no changes in composition of Board of Director. However, after the closure
of the year under review, Mr. Rakeshbhai N. Panchal has been resigned as an Independent Director of
the Company w.e.f 31st July, 2024 due to completion of his tenure and in his place Mr. Pankajkumar
Ramanbhai Parmar has been appointed as an additional Independent director w.e.f. 31.07.2024 for a
term of five years.

13 DIRECTORS’ RESPONSIBILITY STATEMENT

As per the provisions of Sub section 3(c) of Section 134 (5) of the Companies Act 2013 the Directors
hereby state and confirm that:

1 in the preparation of the Annual Accounts, the applicable accounting standards have been
followed and that no material departures have been made from the same;

2 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 and of the profit of the Company for that

3 they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

4 they have prepared the Annual Accounts on a going concern basis.

5 they had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.

6 they had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

14 DECLARATION OF INDEPENDENT DIRECTORS

The Company do have formation of board as per Companies Act, 2013 as well as per Listing
Agreement and SEBI Listing Obligations (Disclosures & Requirements) Regulations, 2015 all the
independent director attending the meetings of the Company and have given declaration to the
Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013. There
The Inde pendent Directors have met once in the FY 2023-2024. The detads ofattendance are as
under:

Sr No

Date of the Meeting

1

30th May, 2023

Name of the Members

Designation

Meetings Attended during

Rakeshbhai N. Panchal

Independent and Non-Executive

1

Khusboo Fenil Kansara

Independent and Non-Executive

1

15 NUMBER OF MEETINGS OF THE BOARD:-

Four Meetings of the Board were held during the year as mentioned below :

Sr No

Date of the Board Meeting

Sr No

Date of the Board Meeting

1

30th May, 2023

4

30th January, 2024

2

08th August, 2023

3

03rd November, 2023

The Board meets at least once in every quarter to review and approve the quarterly financial result on
compliance with Regulation 33 of SEBI Listing Obligations (Disclosures & Requirements)
Regulation, 2015.

Name of the Director

Designation

No. Of Board
Meetings
attended

Attendance at
Last AGM

Ashish D. Panchal

Managing Director

4

27.09.2023

Kantaben D. Panchal

Director

4

27.09.2023

Rakeshbhai N. Panchal*

Director

4

27.09.2023

Mrs. Khusboo Fenil
Kansara

Director

4

27.09.2023

16 AUDIT COMMITTEE MEETINGS:

The Formation of the Audit Committee is as per the Section 177 of the Companies Act, 2013. During

the Year under review the committee has meet four times as mention below

Sr No

Date of the Meeting

Sr No

Date of the Meeting

1

30th May, 2023

3

03rd November, 2023

2

08th August, 2023

4

30th January, 2024

Name of the Members

Designation

Category

Meetings
Attended
during the
Year

Ashish D. Panchal

Non-Independent and Executive

Member

4

Rakeshbhai N. Panchal*

Independent and Non-Executive

Chairman

4

Mrs. Khusboo Fenil
Kansara

Director

Member

4

17 NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

The Formation of the Nomination and Remuneration Committee is as per the Section 178 of the
Companies Act, 2013. During the Year under review the committee has meet one time as mentioned

Sr No

Date of the Meeting

1

08th August, 2023

Meetings

Name of the Members

Designation

Category

Attended
during the
Year

Kantaben D. Panchal

Non-Independent and Non-Executive

Member

1

Rakeshbhai N. Panchal*

Independent and Non-Executive

Chairman

1

18 REMUNERATION POLICY :

The Company has adopted Remuneration policy in which the criteria for appointment of independent
director, executive and non-executive directors are mentioned along with the payment of remuneration
and sitting fees to the director. Further, criteria for making payment, if any, to nonexecutive directors
are provided under the Nomination and Remuneration Policy of the Company which is hosted on the
website of the Company viz; www.ashishpolyplast.com.

19 STAKEHOLDERS RELATIONSHIP COMMITTEE:

To comply with the provisions of Companies Act, company has formed Stakeholders Relationship
Committee. The object of the committee to look into complaints if any and redress the same
Besides, the committee approves, if any, allotment, transfer & Transmission of shares, Debentures,
issue of any new certificates on split \ consolidation \ renewal etc.as may be referred to it. Details of
the Said Committee meeting are mentioned below:

Sr No

Date of the Board Meeting

Sr No

Date of the Board Meeting

1

30th May, 2023

3

03rd November, 2023

2

08th August, 2023

4

30th January, 2024

Name of the Director

Designation

Category

Meetings
Attended
during the
Year

Kantaben D. Panchal

Non-Independent and Non-Executive

Member

4

Rakeshbhai N. Panchal*

Independent and Non-Executive

Chairman

4

Mrs. Khusboo Fenil
Kansara

Director

Member

4

20 DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

With the advent of the new Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 , the listed entities are required to make disclosure in the Annual
Report about the details of share in Demat Suspense Account / Unclaimed Suspense Account. The
Details of the same is mentioned below:

Aggregate number of shareholders and the outstanding

NIL

Number of shareholders who approached listed entity
for transfer of shares from suspense account during the

NIL

Numbers of shareholders to whom shares were
transferred from suspense account during the year.

NIL

Aggregate number of shareholders and the outstanding
shares in the suspense account lying at the end of the

NIL

The voting rights on these shares shall remain frozen
till the rightful owner of such shares claims the shares

Not Applicable

21 BOARD EVALUATION

Persuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, a
structured qustionnaire was prepared after taking into consideration of the various aspects of the board
functions, composition of the board amd its committees, culture, execution and performance of

The perfomance evaluation of the independent Directors was completed. The perfomance evaluation
of the chairman and the Non-Independent Directors was carried out by the Independent Directors. The
Board to Directors expressed their satisfaction with the evaluation process.

22 DIRECTOR’S REMUNERATION POLICY AND CRITERIA FOR MATTERS COVERED
UNDER SECTION 178 OF COMPANIES ACT, 2013

The Company has constituted a Nomination and Remuneration Committee under Section 178(1) of the
Companies Act, 2013 which determines Directors' remuneration policy and criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under Sub -
Section (3) of Section 178.

23 PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

There was no employee drawing remuneration of Rs. 8,50,000/ per month or Rs. 1,02,00,000/ per
year. The Board of Directors wishes to express its appreciation to all the employees of the company

24 KEY MANAGERIAL PERSONN EL APPOINTED DURING 'THE YEAR

There is no change during the year in the Key Managerial Personnel of the Company. However Mrs.
Aayushi Parth shah (Formaly Aayushi Soni) has resigned from the post of Company secretary and
compliance officer of the company w.e.f 08th July, 2024 and Mrs. Dipti Sharma has been appointed in
her place as company secretary and compliance officer of the company w.e.f. 18.07.2024.

25 CHANGES IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company done during the year.

26 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT 2013.

During the year under review, the Company has not advanced any loans / given guarantees / made
investments covered under the provisions of Section 186 of the Companies Act, 2013.

27 CORPORATE GOVERNANCE REPORT

This is to certify that in order to comply with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, read with, Regulation 15 (2) (a) of Chapter IV of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Paid up capital of the Company ASHISH
POLYPLAST LIMITED is not exceeding Rs. 10 Crores i.e. Rs. 3,39,75,000/- (Rupees Three Crore
Thirty Nine Lacs Seventy Five Thousand only) and the Net worth is less than Rs. 25 Crores i.e. Rs.
6,48,12,754/- (Rupees Six Crore Fourty Eight Lakhs Twelve Thousand Seven Hundred Fifty Four
Only) as on the last day of the previous financial year i.e. 31st March, 2024. Therefore it is not
required to submit Report on Corporate Governance.

28 DEPOSITS

The company has not invited or accepted any fixed deposit from public during the year under review
and as such, no amount on account of Principal or interest on deposits from public was outstanding as
on the date of the Balance Sheet.

29 AUDITORS
STATUTORY AUDITOR

M/s. M. R. Pandhi & Associates, Chartered Accountants, Ahmedabad (Firm Regn. No. 112360W)
were appointed as the Statutory Auditors of the Company in the annual general meeting held on
30.09.2022 for a term of five years from 1st April 2022 upto 31st March 2027.

SECRETARIAL AUDITOR

The Board has appointed M/s. Kamlesh M Shah & Co., Practising Company Secretary to conduct
Secretarial Audit for the financial year under review. The Secretarial Audit Report for the financial
Year ended 31st March, 2024 is annexed herewith marked as Annexure A to this Report.

30 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Auditor's Report and Secretarial Auditors' Report does not contain any qualifications, reservations
or adverse remarks.

31 EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the annual return of the company is available on the website of the
company at the link : http://www.ashishpolyplast.com/

32 DEPOSITORIES

The company is registered with both National Securities Depositories Ltd (NSDL) and Central
Depository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scripts
in dematerialized mode.

33 INTERNAL CONTROL SYSTEM

The Company has internal control system commensurate to the size of its operations. Your company's
Statutory Auditors have confirmed the adequacy of internal control system.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and
outgo are required to be given pursuant to section 134 for the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 regarding in the statement annexed as Annexure B hereto forming

35 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL

The detailed analysis of the operating performance of the Company for the year, the state of affairs
and the key changes in the operating environment have been included in the Management Discussion
and Analysis Section which forms a part of the Annual Report. (Annexure C)

36 RELATED PARTY TRANSACTIONS

There were no related party transactions entered into by the company during the financial year, which
attracted the provisions of Section 188 of the Companies Act, 2013. There are no details to be
disclosed pursuant to section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts)
Rules, 2014 in Form AOC - 2 in that regard.

A copy of the related party policy for dealing with related party transactions is availaible on the
website of the company. Transactions with the related party are disclosed in detail in note no.36 and
annexed to the financial statements for the year.

All the related party transactions are duly approved by audit committee as required under the
provisions of the Companies Act, 2013 as well as the related party policy of the company.

37 WEBSITE:

As per the Regulation 46 of SEBI (LODR) Regulations, 2015 to the extent applicable, the Company
has maintained a functional website www.ashishpolyplast.com which has all the details i.e. details of
its business, financial information, shareholding pattern, contact information of the designated
officials of the Company who are responsible for assisting and handling investor grievances, details of
agreements entered into with the media companies and/or their associates, etc.The contents of the said
website are updated on regular basis.

38 VIGIL MECHANISM / WHISTLE BLOWER

The Company has established a “Whistle Blower and Vigil Mechanism Policy” for Directors and
employees to report the genuine concerns. The provisions of this policy are in line with the provisions
of Section 177(9) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The board
has approved a policy for vigil mechanism which has been hosted on the website of the Company. The
weblink for the same is www.ashishpolyplast.com.

39 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL
(KMP) / EMPLOYEES

l.Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

i The ratio of the remuneration of each Director to the Median Remuneration of the Employees
of the Company for the FY 2023-24 and

ii The percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the Financial Year

Sr no

Name

Designation

Remuneration
paid in
F.Y 2023-24
Rs in Lakhs

Remuneration
paid in
F.Y 2022-23
Rs in Lakhs

Increase in
remuneration
from previous
years Rs in
Lakhs

Ratio /
Times per
median of
the

employee

remuneratio

n

1

Ashish D Panchal

Managing

Director

16.20

15.19

1.01000

8.18

2

Knataben Panchal

Director

-

-

-

-

3

Rakesh

Narratomdas

Panchal

Independent

Director

4

Khusboo
Fenil Kansara

Independent

Director

5

Kalpesh

Navinchandra

Kansara

CFO

4.01

3.87

0.14

2.02

6

Aayushi

Prakashbhai Soni

Company

Secretary

2.93

2.93

1.48

iii Median Remuneration of Employees (MRE) of the Company is Rs. 1.98 Lakhs for the
Financial Year2023-24.

iv There was 18 permanent employee on the rolls of the Company during the year ended 31st

A iT ____1. 'y /V-A A

v Average percentage increase made in the salaries of employees other than the managerial
personnel in the last Financial Year was 7%. Average percentage increase made in the salary
of the managerial personnel in the last Financial Year-N.A

vi Affirmed that the remuneration as per the Nomination Policy of the Company

vii There is no variable component in remuneration of Directors of the Company.

viii The ratio of the remuneration of the highest paid director to that of the employees who are not
directors but receive remuneration in excess of the highest paid director during the year - N.A.

ix It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the

40 POLICY ON PROTECTION OF WOMEN AGAINST SEXUAL HARRASEMENT AT WORK

The Company is commited to creating a healthy & conductive working environment that enables
women to work without fear of prejudice, gender bias and sexual harrasement and/or any such
orientation in implicit or explicit form. The Company considers sexual harassment as gross
misconduct. Pursuant to the provisions of " The Sexual Harassment of Women at Workplace (
Prevention , Prohibition and Redressal) Act, 2013 " and the rules made thereunder, the company has
adopted a " Policy on Protection of Women against Sexual Harrasement at Work Place ". Through this
policy the Company Seeks to provide protection to its women employees against sexual harassement
at work place and thereby provide mechanism for redressal of complaints relating to months

41 CAUTIONARY STATEMENT

Statements in the Director’s Report and the Management Discussion and Analysis describing the
Company’s objectives, expectations or predictions, may be forward looking within the meaning of
applicable Securities Laws and Regulations. Actual results may differ materially from those expressed
in this statement. Important factors that could influence the Company’s operations include global and
domestic demand and supply conditions affecting selling prices, in capacity additions, availability of
critical materials and their cost, change in Government’s Policies and tax laws, economic development

42 ACKNOWLEDGEMENT

The Board takes the opportunity to thank for the continued support received from Banks and
government authorities. Your Directors also acknowledge the support received by the Company from
its suppliers of goods & services, agents, dealers, shareholders and other agencies associated with the
Company.

On behalf of the Board
For Ashish Polyplast Limited

Ashish D. Panchal Kantaben D. Panchal

Chairman & Managing Director Director

Din : 00598209 Din : 00598256

Ahmedabad, 18th July, 2024