G M Polyplast Ltd
Directors Reports
To, The Members
G M Polyplast Limited
(Formerly known as G M Polyplast Private Limited)
The Directors present the 20th Annual Report (3rd Post Listing)
of G M Polyplast Limited (Formerly known as G M Polyplast Private Limited) (the
Company) along with the audited financial statements for the financial year ended March
31, 2023.
1. Financial Summary or Highlights:
During the financial year under review, performance of your company as under:
(Amount in 000)
Particulars |
March 31,2023 |
March 31, 2022 |
| Revenue from Operations |
8,22,573 |
7,38,682 |
| Other Income |
853 |
8,770 |
Total Revenue |
8,23,426 |
7,47,452 |
Less: Expenses |
|
|
| Cost of materials consumed |
6,39,374 |
6,02,670 |
| Change in inventories of Finished goods, work-in-progress and
stock-in-trade |
8,794 |
(6,880) |
| Other Manufacturing expenses |
35,757 |
23,475 |
| Employee Benefit Expense |
22,243 |
16,836 |
| Other Expenses |
37,183 |
42,252 |
Total Expenses |
7,43,351 |
6,78,352 |
Earnings before exceptional items, extraordinary items, interest,
tax, de- preciation & amortization (EBITDA) |
80,075 |
69,099 |
| Finance Costs |
3102 |
4610 |
| Depreciation |
12,206 |
9619 |
Profit before exceptional items, extraordinary items & tax |
64,767 |
54,870 |
| Exceptional items |
- |
- |
Profit before extraordinary items & tax |
64,767 |
54,870 |
| Extraordinary items – Prior Period item |
- |
- |
Profit before Tax |
64,767 |
54,870 |
|
17000 |
14,000 |
Current Tax Expenses |
- |
- |
Tax Expense relating to prior years |
(1237) |
(1057) |
| Deferred Tax Expenses |
|
|
Profit for the year after tax |
49,203 |
41,927 |
Earnings Per Share (of Rs. 10/- each) |
|
|
| Basic & Diluted |
3.60 |
3.11 |
The above figures are extracted from the Financial Statements prepared in accordance
with accounting principles generally accepted in India including the Accounting Standards
specified under section 129 and 133 of the Companies Act, 2013 ("the Act") read
with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act.
The detailed financial statement as stated above is available on the Company's website
at http://www.gmpolyplast.com/
2. State of company's affairs:
For the financial year ended March 31, 2023, gross revenues and other income is INR.
82.34 Crores compared to gross revenues and other income of INR. 74.75 Crores for the
Financial Year March 31, 2022.
The company has made a net profit of INR. 4.92 Crores for the year ended March
31, 2023 as compared to the previous year net profit of INR. 4.19 Crores for
the year ended March 31, 2022.
3. Dividend:
The Board of Directors have not proposed any interim or final dividend in the current
year.
4. Transfer of unclaimed dividend to Investor Education and Protection Fund:
During the Financial year 2022-2023, no amount was due to be transferred to the
Investor Education and Protection Fund, as there was no unpaid/unclaimed Dividend for a
period as prescribed in the Companies Act 2013.
5. Transfer to Reserves:
During the Financial year 2022-2023, no amount was transferred to the Reserves for the
year under review.
6. Changes in Capital Structure:
There were changes in the capital structure of the Company during the year.
Highlights:
The Authorized Share Capital of the Company was increased from Rs. 2,00,00,000/- (Two
crore rupees) divided into 20,00,000 (Twenty lakh) Equity Shares of Rs. 10/- (Ten rupees)
each to Rs. 15,00,00,000/- (Fifteen crore rupees) divided into 1,50,00,000 (One crore
fifty lakh) Equity Shares of Rs. 10/- (Ten rupees).
The paid up Equity Share Capital as at March 31, 2023 was increased from INR
1,92,28,000/- (India Rupees One Crore Ninety Two Lakhs Twenty Eight Thousand Only) divided
into 19,22,800 (Nineteen Lakhs Twenty Two Thousand Eight Hundred) Equity Shares of INR.
10/- (Indian Rupees Ten) each to INR 13,45,96,000/- (Indian Rupees Thirteen Crores Forty
Five Lakhs Ninety Six Thousand Only) divided into 1,34,59,600 (One Crore Thirty Four Lakhs
Fifty Nine Thousand Six Hundred) equity shares of INR 10/- (Indian Rupees Ten Only) each.
7. Details of directors or key managerial personnel who were appointed or have
resigned during the year:
The Board of Directors of your Company ("the Board") comprised of 5 (Five)
Directors, constituted as follows: . Managing Director – 1; Executive Women Director
– 1; Non-Executive Directors – 1;, Independent Directors - 2.
Your Directors on the Board possess the requisite expertise, experience, integrity,
competency and proficiency and are renowned in their respective fields.All Directors are
liable to retire by rotation except Independent Directors and Managing Director, whose
term of office is for a term of 5 years.
The Board of Directors and the committees are duly constituted in accordance with the
applicable provisions. There were changes in the Board during the year under review. Mr.
Dinesh Rathod (DIN: 08854988) has tendered his resignation from the post of Independent
Director on August 27, 2022. The Board of Directors on August 27, 2022 pursuant to the
recommendations made by the Nomination and Remuneration Committee have appointed Dr. Suhas
Rane as an Additional (Independent) Director, and such appointment was approved by the
members on the 19th (2nd Post Listing) Annual General Meeting. Further the Board has
appointed Ms. Anjali Patil as an additional Independent Director in the meeting held on
May 30, 2023. The said appointment is proposed for the approval of the members of the
Company in the ensuing, i.e. 20th (3rd Post Listing) Annual general
Meeting of the Company. A detailed profile of, Ms. Anjali Patil seeking
appointment/re-appointment is provided in the Notice of the 20th (3rd Post
Listing) Annual General Meeting of the Company.
Retirement by Rotation:
As per the provisions of the Companies Act, 2013, Mr. Dinesh Balbeer Sharma (DIN:
00418667) is due to retire by rotation and being eligible, offer himself for
re-appointment at the 20th (3rd Post Listing) Annual General Meeting of the Company. A
detailed profile of, Mr. Dinesh Balbeer Sharma seeking appointment/re-appointment is
provided in the Notice of the 20th (3rd Post Listing) Annual General Meeting of the
Company.
Declaration by Independent Directors:
Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act") read with
the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has
received declarations from all the Independent Directors of the Company confirming that
they meet the ‘criteria of Independence' as prescribed under Section 149 (6) of the
Act and have submitted their respective declarations as required under Section 149 (7) of
the Act and the Listing Regulations.
Familiarization programme for Independent Director:
The Company proactively keeps its Directors informed of the activities of the Company,
it's Management and operations and provides an overall industry perspective as well as
issues being faced by the industry in the Familiarization programme conducted for the
Independent Directors of the Company. The Familiarization programme is available on the
website of the Company at http://www. gmpolyplast.com/"
Key Managerial Personnel:
In terms of the provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following employees were holding the position of Key Managerial Personnel (‘KMP') of
the Company as on March 31, 2023:
| Mr. Dinesh Balbirsingh Sharma |
Managing Director |
| Mrs. Sarita Dinesh Sharma |
Whole Time Director |
| Mr. Tushar Nitinchandra Pandya |
Chief Financial Officer |
| Ms. Dimple Amrit Parmar |
Company Secretary and Compliance Officer |
8. Annual Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and
Listing Regulations. The performance of the Board was evaluated after seeking inputs from
all the Directors based on criteria such as the composition of the Board and its
committee, effectiveness of board processes, information and functioning, etc.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Managing Director of the Company was evaluated,
taking into account the views of the Executive Director and Non Executive Directors.
9. Meetings of the Board and its Committee Board
The Board meets at regular intervals to discuss and decide on the Company's performance
and strategies. During the financial year under review, the Board met 7 (Seven) times. The
meetings were held on May 28, 2022, August 12,2022, August 27, 2022, November 14,2022,
January 05, 2023, January 10, 2023 and February 28,2023
Sr. No |
Name of Director |
Designation |
No of meetings attended |
No of meetings entitled to attend |
Whether AGM held on 30/09/2022 attended |
| 1 |
Mr. Dinesh Balbirsingh Sharma |
Managing Director |
7 |
7 |
Yes |
2 |
Mr. Balbirsingh Bholuram Sharma |
Non-Executive Director |
7 |
7 |
Yes |
| 3 |
Mrs. Sarita Dinesh Sharma |
Whole Time Director |
7 |
7 |
Yes |
4 |
Mr. Subramanian Ramaswamy Vaidya |
Independent Director |
7 |
7 |
Yes |
| 5 |
Mr. Dinesh Ravjibhai Rathod |
Independent Director |
3 |
3 |
Yes |
| 6. |
Dr. Suhas Maruti Rane |
Independent Director |
4 |
4 |
Yes |
AUDIT COMMITTEE
Your Company has constituted an Audit Committee with its composition, quorum, powers,
roles and scope in line with the applicable provisions of the Act and Listing Regulations.
During the financial year under review, the Audit Committee reviewed the internal controls
put in place to ensure that the accounts of your Company are properly maintained and that
the accounting transactions are in accordance with prevailing laws and regulations. In
conducting such reviews, the Committee found no material discrepancy or weakness in the
internal control system of your Company. The Committee has also reviewed the Policy and
procedures for assessing and managing the risks.
During the financial year under review, all recommendations made by the Audit Committee
were accepted by the Board.Due to resignation of Mr. Dinesh Rathod, the Audit Committee
was reconstituted during the year. Dr. Suhas Maruti Rane was appointed as the member of
Audit Committee to be in line with the applicable provisions of the Act and Listing
Regulations.
Scope and functions of the Committee: The Scope and functions of the Audit
Committee are in accordance with Section 177 of the Companies
Act 2013 and Regulations 18 (3) of SEBI Listing Regulation and its terms of reference
include the following:
1. Overseeing the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
2. Recommending to the Board the appointment, re-appointment and replacement,
remuneration and terms of appointment of statutory auditor of the Company;
3. Reviewing and monitoring the statutory auditor's independence and performance, and
effectiveness of audit process;
4. Approving payments to statutory auditors for any other services rendered by the
statutory auditors of the Company;
5. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the Board for approval, with particular reference to:
(a) Matters required to be included in the Director's Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-Section 3 of Section 134 of
the Companies Act, 2013, as amended;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by
the management;
(d) Significant adjustments made in the financial statements arising out of audit
findings;
(e) Compliance with SEBI Listing Regulations and other legal requirements relating to
financial statements;
(f) Disclosure of any related party transactions; and
(g) Qualifications / modified opinion(s) in the draft audit report.
6. Reviewing, with the management, the quarterly, half-yearly and annual financial
statements before submission to the board for approval;
7. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
8. Approval or any subsequent modification of transactions of our Company with related
parties and omnibus approval for related party transactions proposed to be entered into by
our Company subject to such conditions as may be prescribed;
9. Formulating a policy on related party transactions, which shall include materiality
of related party transactions; 10. Scrutinizing of inter-corporate loans and investments;
11. Valuing of undertakings or assets of the Company, wherever it is necessary; 12.
Evaluating of internal financial controls and risk management systems;
13. Establishing a vigil mechanism for directors and employees to report their genuine
concerns or grievances;
14. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
15. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
16. Discussing with internal auditors of any significant findings and follow up there
on;
17. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;
18. Discussing with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
19. Looking into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors; 20. Reviewing the functioning of the whistle blower mechanism;
21. Approving the appointment of the Chief Financial Officer (i.e., the whole-time
Finance Director or any other person heading the finance function or discharging that
function) after assessing the qualifications, experience and background, etc. of the
candidate; and
22. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee and any other terms of reference as may be decided by the Board and/ or
specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any
other regulatory authority." The Composition of Audit Committee and the attendance of
Members at the Meeting during FY 2022- 23 were as under:
Sr. No |
Name of Member |
Designation |
No of meetings attended |
No of meetings entitled to attend |
Whether AGM held on 30/09/2022 attended |
| 1 |
Mr. Dinesh Ravjibhai Rathod |
Independent Director |
3 |
3 |
Yes |
2 |
Mr. Subramanian Ramaswamy Vaidya (Chairman) |
Independent Director |
3 |
3 |
Yes |
| 3 |
Mr. Dinesh Balbirsingh Sharma |
Managing Director |
2 |
2 |
Yes |
| 4. |
Dr. Suhas Maruti Rane |
Independent Director |
1 |
1 |
Yes |
The Company has a qualified and independent Audit Committee, and its composition is in
line with the applicable provisions of Section 177 of the Act and Regulation 18 of Listing
Regulation. During the financial year under review, the Committee met 3(Three) times.
The meetings were held on May 28, 2022, August 12,2022 and November 14,2022
NOMINATION AND REMUNERATION COMMITTEE
Your Company has constituted a Nomination and Remuneration Committee with its
composition, quorum, powers, roles and scope in line with the applicable provisions of the
Act and Listing Regulations.
Due to resignation of Mr. Dinesh Rathod, the Nomination and Remuneration was
reconstituted during the year. Dr. Suhas Maruti Rane was appointed as the member of Audit
Committee to be in line with the applicable provisions of the Act and Listing Regulations.
Scope and functions of the Committee: The Scope and functions of the Nomination and
Remuneration Committee is in accordance with Section 178 of the Companies Act 2013 and
Regulations 19 (4) of SEBI Listing Regulation and its terms of reference include the
following:
1. Formulating the criteria for determining qualifications, positive attributes and
independence of a director policy, relating to the remuneration of the directors, key
managerial personnel and other employees;
2. Formulating of criteria for evaluation of performance of independent Directors and
the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors of our Company and who may
be appointed in senior management in accordance with the criteria laid down and recommend
to the Board their appointment and removal. Our Company shall disclose the remuneration
policy and the evaluation criteria in its Annual Report of our Company;
5. Determining whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors;
6. Analyzing, monitoring and reviewing various human resource and compensation matters;
7. Determining our Company's policy on specific remuneration packages for executive
directors including pension rights and any compensation payment, and determining
remuneration packages of such directors;
8. Determining compensation levels payable to the senior management personnel and other
staff (as deemed necessary), usually consisting of a fixed and variable component;
9. Reviewing and approving compensation strategy from time to time in the context of
the then current Indian market in accordance with applicable laws; 10. Performing such
functions as are required to be performed by the compensation committee under the SEBI
(Share Based Employee Benefits) Regulations, 2014;
11. Framing suitable policies, procedures and systems to ensure that there is no
violation, by and employee id any applicable laws in India or Overseas, including:
(a) the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015; and
(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, our
Company and its employees, as applicable."
12. Performing such other activities as may be delegated by the Board of Directors
and/or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by
any other regulatory authority.
The Composition of Nomination and Remuneration Committee and the attendance of Members
at the meeting during FY 2022-23 were as follows:
Sr. No |
Name of Member |
Designation |
No of meetings attended |
No of meetings entitled to attend |
| 1 |
Mr. Subramanian Ramaswamy Vaidya (Chairman) |
Independent Director |
3 |
3 |
| 2 |
Mr. Dinesh Ravjibhai Rathod |
Independent Director |
3 |
3 |
| 3 |
Mr. Balbirsingh Bholuram Sharma |
Non-Executive Director |
3 |
3 |
| 4 |
Mrs. Sarita Dinesh Sharma |
Executive Director |
3 |
3 |
| 5. |
Dr. Suhas Maruti Rane |
Independent Director |
0 |
0 |
The Company has a qualified and independent Nomination & Remuneration Committee,
and its composition is in line with the applicable provisions of Section 178 of the Act
and Regulation 19 of Listing Regulation. During the financial 3 (Three) times. The meeting
was held on May 28, 2022, August 12 2022 and August 27,2022
The Nomination and Remuneration Committee had formulated a policy on remuneration under
the provisions of Section 178(3) of the Act and the same is attached as Annexure I
to this report.
STAKEHOLDER RELATIONSHIP COMMITTEE
Your Company has constituted a Stakeholder Relationship Committee with its composition,
quorum, powers, roles and scope in line with the applicable provisions of the Act and
Listing Regulations.
Due to resignation of Mr. Dinesh Rathod, the Stakeholder Relationship Committee was
reconstituted during the year. Dr. Suhas Maruti Rane was appointed as the member of Audit
Committee to be in line with the applicable provisions of the Act and Listing Regulations.
Scope and functions of the Committee: The Scope and functions of the Stakeholders
Relationship Committee is in accordance with Section 178 of the Companies Act 2013 and
Regulations 20 (4) of SEBI Listing Regulation and its terms of reference include the
following:
1. Efficient transfer of shares including review of cases for refusal of transfer /
transmission of shares and debentures;
2. Redressing of shareholders and investor complaints such as non-receipt of declared
dividend, annual report, transfer of Equity Shares and issue of
duplicate/split/consolidated share certificates;
3. Monitoring transfers, transmissions, dematerialization, re-materialization,
splitting and consolidation of Equity Shares and other securities issued by our Company,
including review of cases for refusal of transfer/ transmission of shares and debentures;
4. Allotment and listing of shares in future;
5. Review of cases for refusal of transfer / transmission of shares and debentures;
6. Reference to statutory and regulatory authorities regarding investor grievances;
7. Ensure proper and timely attendance and redressal of investor queries and
grievances; and
8. To do all such acts, things or deeds as may be necessary or incidental to the
exercise of the above powers.
The Composition of Stakeholder Relationship Committee and the attendance of Members at
the meeting during FY 2022-23 were as follows:
Sr. No |
Name of Member |
Designation |
No of meetings attended |
No of meetings entitled to attend |
| 1 |
Mr. Dinesh Ravjibhai Rathod |
Independent Director |
2 |
2 |
| 2 |
Mr. Subramanian Ramaswamy Vaidya (Chairman) |
Independent Director |
3 |
3 |
| 3 |
Mr. Balbirsingh Bholuram Sharma |
Non-Executive Director |
3 |
3 |
| 4 |
Mrs. Sarita Dinesh Sharma |
Whole Time Director |
3 |
3 |
| 5. |
Dr. Suhas Maruti Rane |
Independent Director |
1 |
1 |
The Company has a qualified and independent Stakeholder Relationship Committee, and its
composition is in line with the applicable provisions of Regulation 20 of Listing
Regulation. During the financial year under review, the Committee met 4 (Four) times. The
meeting was held on May 28, 2022, August 12 2022 and 3. November 14,2022
MANAGEMENT COMMITTEE
Your Company has constituted a Management Committee with Mr. Dinesh B. Sharma, Mrs.
Sarita D. Sharma and Mr. Balbirsingh Sharma as its members in order to carry out the
day-to-day business activities as required for administrative and other general purposes
with ease.
The management committee met twice during the financial year 2022-23. The meetings were
held on on September 16, 2022 and December 13, 2022.
10. Material changes and commitments, if any, 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:
There were no occurrences of any 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
11. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future:
There was no significant or material order passed by any regulator or court or
tribunal, which impacts the going concern status of the company or will have bearing on
company's operations in future.
12. Details in respect of frauds reported by auditors under sub-section (12) of section
143:
During the financial year under review, there were no frauds reported by the auditors
under sub-section (12) of section 143.
13. Explanations or comments by the Board on every qualification, reservation or
adverse remark or disclaimer made by the auditor in their report:
There are no qualifications, reservations or adverse remarks or disclaimer made by the
auditor in their report.
14. Particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188:
During the financial year under review, the Company has entered into related party
transactions covered u/s. 188 of the Companies Act, 2013. Therefore, disclosure in Form
AOC- 2 for the financial year 2022-23 is annexed with this report asAnnexure II.
15. Loans from Directors/Relatives of Directors:
The Company has not accepted any fresh loan or advances from the Directors or relatives
of Directors.
16. Auditors:
STATUTORY AUDITOR
M/s. Anay Gogte & Co., Chartered Accountants, (Firm Registration No
100398W) Who were appointed as statutory auditors of the company have tendered their
resignation with effect from July 17 2023 causing a casual vacancy in the office of
statutory auditors.
In compliance of provisions of Section 139 of the Companies Act 2013 and rules made
thereunder, The Board of Directors have proposed the appointment of M/s Ajmera and Ajmera,
Chartered Accountants to act as statutory Auditors of the Company based on the
recommendations of the Audit Committee.
Further the Board of Directors also, based on the recommendations of the audit
committee propose the appointment of M/s. Ajmera and Ajmera, Chartered Accountants as
statutory auditors for a period of Five Years i,e. from 2023-2024 until 2028-2029
The said Auditors have submitted the eligibility certificate as per the provisions of
the Companies Act 2013.
INTERNAL AUDITOR
The Board of directors has appointed M/s. Vivek V. Joshi & Associates, Chartered
Accountants as the internal auditor of the company on the recommendations of the Audit
Committee for F.Y. 2022-23; The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board from
time to time.
COST RECORDS AUDITOR
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities
carried out by your Company.
SECRETARIAL AUDITOR
Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 read with
Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M/s. Dipesh Pranay & Co. LLP , Practicing Company
Secretaries to conduct the secretarial audit for the financial year 22-23 under review.
The Secretarial Audit Report in Form MR-3 for the financial year under review as received
from M/s. Dipesh Pranay & Co. LLP., Practicing Company Secretaries is attached as Annexure
III to this report.
The Secretarial Audit Report does not contain any qualifications, reservations or
adverse remarks.
17. Share Transfer System
All share transfer, dematerialization and related work is managed by Registrar
and Share Transfer Agent (RTA). M/s Bigshare Services Pvt. Ltd., is your Company's
RTA. All share transfer requests, demat/remat requests, correspondence relating to shares
i.e. change of address, Power of Attorney, etc. should be addressed to the registrar and
transfer agents.
18. Changes in the nature of business of the company:
During the financial year under review, there was no change in the nature of business
of the company.
19. Particulars of loans, investments, guarantees or securities under section 186:
During the financial year under review, the company has not provided any loan; made any
investment; has given any guarantee or provided any security in respect of any loan to any
person as mentioned in Section 186 of the Companies Act, 2013.
20. Conservation of energy, technology absorption, foreign exchange earnings and outgo:
a. Conservation of Energy and Technology Absorption
In terms of requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, the
board of directors wish to inform the members that the company always takes necessary
measures to conserve the energy wherever possible by installing electronic equipments
which marginally reduce the consumption of electricity, with reference to the same the
Company has installed solar Panels at the Factory site, and by spreading awareness among
the employees of the company about the optimum utilization and conservation of electricity
and water resources of the company.
The management always searches for and takes into consideration new developments in the
market and the technology so as to absorb the new technology in carrying out the business
activities of the company.
b. Foreign Exchange Earnings And Outgo
Foreign Exchange Earnings - INR 5,26,35,000/- Foreign Exchange Outgo - INR
5,12,69,000/-
21. Annual Return
In compliance with provisions of Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as per Section 92(3) of the Companies Act, 2013, is available at
http://www.gmpolyplast.com
22. Details of performance of subsidiaries, associates and joint venture companies:
The company does not have any subsidiary company, associate company or joint venture
during the year under review.
23. Statement indicating development and implementation of a risk management policy for
the company including identification therein of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the company:
Your company understands that risk evaluation and risk mitigation is a function of the
board of directors of the company. The Board is fully committed to developing a sound
system for identification and mitigation of applicable risks viz., systemic and
non-systemic on a continuous basis. The board is of the opinion that at present, there are
no material risks that may threaten the very existence and functioning of your company.
24. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements:
a) Your directors hereby report that, your company has maintained adequate internal
controls commensurate with its size and its nature of the operation. There are suitable
monitoring procedures in place to provide reasonable assurance for accuracy and timely
reporting of the financial information and compliance with the statutory requirements.
There are proper policies, guidelines and delegation of powers issued for the compliance
of the same across the company.
b) For the purpose of ensuring accuracy in the preparation of the financials, your
company has implemented various checks and balances like periodic reconciliation of major
sexual.
c) Review of accounts, obtaining confirmation of various balances and proper approval
mechanism.
d) Your company has documented all major processes in the area of expenses, bank
transactions, payments, statutory compliances and period end financial accounting process.
Your company is continuously putting its efforts to align the processes and controls with
the best practices in the industry.
e) The Company has appointed M/s. Vivek
V. Joshi & Associates, Chartered Accountant as the internal auditor of the company.
The report of the said auditor is periodically reviewed and suggestions were implemented
by the Audit Committee and the Board.
25. Public Deposits:
During the year under review, the Company has not accepted or renewed any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
26. Company's policy on directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub-section (3) of section 178:
The Committee has formulated the Nomination and Remuneration Policy which broadly laid
down the various principles of remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under subsection (3) of section 178 and covers the procedure for selection, appointment
and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior
Management Personnel (SMPs) of your Company.
27. Safeguard at workplace:
The management takes due care of employees with respect to safeguard at workplace.
Further, no complaints are reported by any employee pertaining to sexual harassment and
hence no complaint is outstanding as on 31.03.2023 for redressal. There was no case filled
during the year, under the sexual harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy
and safe atmosphere for every women employee at the workplace and made the necessary
policies for safe and secure environment for women employee.
Complaints as on 01.04.2022: NIL
Complaints filed during the Financial Year: NIL
Complaints as on 31.03.2023: NIL
28. Vigil Mechanism/Whistle Blower Policy
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
Directors and employees of the Company to report concerns about unethical behavior, actual
or suspected fraud or violation of the company's code of conduct or ethics policy. The
Whistle Blower Policy is available on the website of the Company at
http://www.gmpolyplast.com/
29. Disclosure Of Employees Remuneration
The disclosure as per Rule 5 of The Companies (Appointment and Remuneration of the
Managerial Personnel) Rule 2014 is annexed as Annexure IV to this Board Report.
30. Details of policy developed and implemented by the company on its Corporate Social
Responsibility initiatives
Pursuant to the provisions of section 135 of the Companies Act, 2013 and the rules made
thereunder and pursuant to the recommendation of the CSR Committee, the Board has approved
a Corporate Social Responsibility ("CSR") policy. The CSR policy of Company is
also available on the website of the company. CSR policy contains the CSR activities
carried out by the Company, governance structure, implementation process etc. The Company
would also undertake other need based initiatives in compliance with Schedule VII to the
Act.
The same is depicted in Annexure V
31. Corporate Governance:
The company is SME Company and listed on SME exchange of BSE Limited therefore,
pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the compliance with corporate governance as specified in regulation 17
to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of
Schedule V shall apply to the extent that it does not violate their respective statutes
and guidelines or directives issued by the relevant authorities. Hence your company is
exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015. Hence
corporate Governance does not form part of this Board's Report.
32. Directors' Responsibility Statement:
Your directors, to the best of their knowledge and belief and according to the
information and explanations obtained by them and as prescribed under Section 134 (5) of
the Companies Act, 2013 state that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b. the directors 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 and loss of the company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis; and
e. the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems were adequate and operating effectively.
33. Compliances of applicable Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2,
relating to "Meetings of the Board of Directors" and "General
Meetings", respectively.
34. Management Discussion And Analysis Report
The Management Discussion and Analysis Report as required under Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this
report and is attached as Annexure VI.
35. Insider Trading
The Board of Directors has adopted the Inside Trading Policy in accordance with the
requirement of the Securities & Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Inside Trading Policy of the company lays down guidelines
and procedure to be followed, and disclosure to be made while dealing with shares of the
company as well as consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in the company's shares. The Company had in place a Code of Conduct
for Prevention of Insider Trading and Corporate Disclosure Practices, in accordance with
the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Accordingly, the Board approved and adopted: a) Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information; and b) Code for Fair
Disclosures and Conduct The codes referred above is placed on the Company's website
http://www.gmpolyplast.com/
36. Material changes during the financial year
There are no material changes during the financial year. The Company has passed a
Special Resolution through Postal Ballot on May 2023 for Migration of Listing/Trading Of
Equity Shares Of The Company from BSE SME Platform To Main Board Of BSE Limited &
National Stock Exchange Of India Limited.
37. Resolutions Passed as special business
The Company has passed the following Resolutions in Special Business in the previous
Annual/ Extra ordinary General Meetings or Postal ballots, post Listing:
The Company has passed the following Resolutions in Special Business in the previous
Annual/ Extra ordinary General Meetings or Postal ballots, post Listing:
Date |
Annual/ Extra ordinary General Meetings or Postal ballots |
Special Resolution |
September 08, 2021 |
Annual General Meeting |
Approval of remuneration of an amount not exceeding Rs. 3,00,000/- per
annum to Mr. Balbirsingh Bholuram Sharma (DIN: 00374565), Non-Executive Director of the
Company To designate Mrs. Sarita Dinesh Sharma (DIN 00128337) as the Whole Time Director
of the Company |
September 30, 2022 |
Annual General Meeting |
Increase In Authorized Share Capital of the Company Alteration Of
Memorandum Of Association of the Company To regularize and ratify the appointment of Mr.
Suhas Rane (DIN: 03126514) as an independent director of the Company |
December 23, 2022 |
Extra ordinary General Meeting |
Issue of fully paid up bonus shares to the existing shareholders of
the Company by way of capitalisation of reserves / Securities premium |
May 16, 2023 |
Postal ballot |
Migration Of Listing/Trading Of Equity Shares Of The Company from BSE
SME Platform To Main Board Of BSE Limited & National Stock Exchange Of India Limited |
38. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise;
b. The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees;
c. No fraud has been reported by the Auditors to the Audit Committee or the Board.
d. There are no shares lying in demat suspense account/unclaimed suspense account.
Hence no disclosure is required to be given for the same.
39. Acknowledgement:
Your directors wish to thank the stakeholders of the company for their continued
support and co-operation and employees for their dedication and the excellence they have
displayed in conducting the business operations of the company.
For and on behalf of the Board of Directors |
Sarita Sharma |
G M Polyplast Limited |
Director |
(Formerly known as G M Polyplast Private Limited) |
DIN: 00128337 |
Dinesh Sharma |
|
Managing Director |
|
DIN: 00418667 |
|
Place: Mumbai |
|
Date: July 28, 2023 |
|
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