Dear Members,
The Directors have pleasure to present their 38th
Board's Report on the business and operations of the Company and the Audited
Financial Statements and Auditors' Report for the financial year 31st
March, 2025.
1. HIGHLIGHTS OF THE FINANCIAL PERFORMANCE AND STATE OF
COMPANY'S AFFAIRS:-
The Audited Financial Statements of your Company as on 31st
March, 2025, are prepared in accordance with the relevant applicable Indian Accounting
Standards (“Ind AS”) and Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the
provisions of the Companies Act, 2013 (“Act”).
The Company's standalone and consolidated financial performance
for the year ended 31st March, 2025 as compared to the previous F.Y. is
summarized below:
(Amount in Lakhs)
|
Standalone |
Consolidated |
Particulars |
|
|
|
|
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
6,488.66 |
5,904.35 |
6,488.66 |
5,904.35 |
Other Income |
75.61 |
66.15 |
75.61 |
66.15 |
Total Income |
6,564.27 |
5,970.50 |
6,564.27 |
5,970.50 |
(Less): Total Expenses |
(6,435.56) |
(5,862.99) |
(6,435.56) |
(5,856.99) |
Profit / (Loss) Before Tax |
128.71 |
107.50 |
128.71 |
113.50 |
Tax Expenses: Add/(Less) |
|
|
|
|
(i) Current Tax |
(40.32) |
(55.62) |
(40.32) |
(55.62) |
(ii) Deferred Tax |
32.78 |
27.41 |
32.78 |
27.41 |
(iii) Income Tax Adjustments |
|
|
|
|
|
(30.59) |
(0.12) |
(30.59) |
(0.12) |
Relating to Earlier Year |
|
|
|
|
Profit / (Loss) After Tax |
90.58 |
79.17 |
90.58 |
85.17 |
(Less): Share of Associate's Loss |
- |
- |
(20.80) |
(12.92) |
Net Profit / (Loss) for the year |
90.58 |
79.17 |
69.78 |
72.25 |
Add: Other Comprehensive Income |
0.59 |
2.01 |
0.59 |
2.01 |
Total Comprehensive Income |
91.17 |
81.18 |
70.37 |
74.26 |
EPS (Basic & Diluted) |
1.62 |
1.41 |
1.25 |
1.29 |
Your Company has recorded Total Income 6,564.27 Lakh during the
financial year 2024-25 compared to Rs. 5,970.50 Lakh in the corresponding previous
financial year, registering growth of about 10%.
Net profit for the financial year 2024-25 was Rs. 90.58 Lakhs as
compared to Rs. 79.17 Lakh in the previous financial year, exhibiting rise of about
14.41%.
2. TRANSFER TO RESERVES:-
The Company is not required to transfer any amount to Reserve.
Accordingly, during the year under review, the Company has not transferred any amount to
the General Reserve.
3. DIVIDEND:-
For the Financial Year 2024-25, the Board of Directors has recommended
a Dividend of Rs. 1/- per Equity Share of face value Rs. 10/- each i.e., 10%, consistent
with the Dividend declared for the previous financial year. The proposed Dividend has been
determined in accordance with the parameters specified under the Company's Dividend
Distribution Policy and shall be paid out of the profits for the year, subject to approval
of the Shareholders at the ensuing Annual General Meeting (“AGM”).
In compliance with Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the
Company has in place a Dividend Distribution Policy, which outlines the guiding principles
for declaration of Dividend. The said policy is available on the Company's website
and can be accessed at www.polymechplast.com.
4. PUBLIC DEPOSITS:-
The Company has neither accepted nor renewed any deposit within the
meaning of Section 73 of the Companies Act, 2013 (‘the Act') read with the
Companies (Acceptance of Deposits) Rules, 2014.
5. DIRECTORS AND KEY MANAGERIAL PERSONNELS:-
As of 31st March, 2025, your Company's Board had Four
(4) Members comprising of Two (2) Executive Directors and Two (2) Non-Executive
Independent Directors including one Woman Director. The details of Board and Committee
composition, tenure of Directors, and other details are available in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
In terms of the requirement of the SEBI Listing Regulations, the Board
has identified core skills, expertise, and competencies of the Directors in the context of
your Company's business for effective functioning. The key skills, expertise and core
competencies of the Members of the Board are detailed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.
Appointment / Cessation / Change in Designation of Directors and Key
Managerial Personnel:
During the year under review, following changes took place in the
Directorships and Key Managerial Personnel:
Appointment:
Mr. Mahendrakumar Ravjibhai Bhuva was re-appointed as Managing Director
of the Company w.e.f. 1st June, 2024.
The Board of Directors at its meeting held on 27th May, 2024
appointed Ms. Vaishali Punjabi as Company Secretary and Compliance Officer of the Company
w.e.f. 28th May, 2024.
The Board of Directors at its meeting held on 12th August,
2024 appointed Mr. Chirag Sureshbhai Shah as an Additional Director to hold office upto
next Annual General Meeting (AGM) as well as Independent Director for the period of five
years with effect from 12th August, 2024 upto 11th August, 2029.
Subsequently, Members of the Company at 37th AGM held on 28th
September, 2024 approved his appointment as Independent Director not liable to retire by
rotation.
The Board of Directors at its meeting held on 2nd December,
2024 appointed Mr. Manan Joshi as Chief Executive Officer of the Company w.e.f. 2nd
December, 2024.
Cessation:
The Board of Directors at its meeting held on 27th May, 2024
took note of Cessation of Mrs. Hemangini Pathak as an Independent Director in view of
completion of her term with effect from the closure of the business hours on 28th
May, 2024.
The Board of Directors at its meeting held on 27th May, 2024
accepted the Resignation of Mrs. Gauri Bapat from the post of Company Secretary and
Compliance Officer of the Company with effect from the closure of the business hours on 5th
June, 2024.
The Board of Directors at its meeting held on 12th August,
2024 took note of Cessation of Mr. Ashokkumar Natwarlal Shah as an Independent Director in
view of completion of his term with effect from the closure of the business hours on 28th
September, 2024.
The Board of Directors at its meeting held on 2nd December,
2024 accepted the Resignation of Mr. Sitaram Lokhande from the post of Chief Executive
Officer of the Company with effect from the closure of the business hours on 10th
December, 2024.
Re-appointment of Director(s)
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Mr. Mahendrakumar
Ravjibhai Bhuva (DIN: 00054562) is liable to retire by rotation at the ensuing AGM and
being eligible, offers himself for re-appointment.
The Board, on recommendation of Nomination and Remuneration Committee
of the Company, recommends the re-appointment of Mr. Mahendrakumar Ravjibhai Bhuva as
Retiring Director for your approval.
Declaration from Independent Directors:
Your Company has received declarations from all the Independent
Directors of your Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and there has been no change in the circumstances which may affect their
status as an Independent Director. The Independent Directors have also given declaration
of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name appearing in the data bank of
Independent Directors maintained by the Indian Institute of Corporate Affairs.
Whole Time Key Managerial Personnels:
As on the date of this report, following are the Key Managerial
Personnel (“KMPs”) of your Company pursuant to Section 203 of the Act read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
|
Mr. Mahendrakumar Ravjibhai Bhuva |
- |
Chairman and Managing Director |
|
Mr. Himmatlal Parshottambhai Bhuva |
- |
Whole Time Director |
|
Mr. Manan Joshi |
- |
Chief Executive Officer |
|
Mr. Dinesh Punjabi |
- |
Chief Financial Officer |
|
Vaishali Punjabi |
- |
Company Secretary & Compliance
Officer |
6. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:-
The Board met five (5) times during the year under review. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet the
before the time of Board Meeting on the same day of the Board meeting.
Your Company has constituted the following Statutory Committees with
the terms of reference as prescribed by the Act and SEBI (Listing Regulations) and any
other matter as may be delegated by the Board of Directors from time to time.
Statutory Committees:
Audit Committee
Nomination and Remuneration Committee (NRC) Stakeholders Relationship
Committee (SRC)
Details of composition of the Board and its Committees as well as
details of Board and Committee meetings held during the year under review and Directors
attending the same are provided in the Corporate Governance Report, which forms part of
this Integrated Annual Report.
7. INDEPENDENT DIRECTORS' MEETING:-
The separate meeting of the Independent Directors was held on 12th
August, 2024, without the attendance of Non-Independent Directors and Members of the
management. The Independent Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along with the performance of the
Chairman of your Company, taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
8. DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to Section 134(5) of the Act, the Board, to the best of their
knowledge and based on the information and explanations received from the management of
your Company, confirm that:
a. in the preparation of the Annual Financial Statements, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your Company at the end of the financial year and of the
profit of your Company for that period; c. proper and sufficient care has been taken for
the maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of your Company and for preventing and detecting fraud and
other irregularities; d. the annual financial statements have been prepared on a going
concern basis; e. they have laid down internal financial controls to be followed by your
Company and that such internal financial controls are adequate and operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
9. BOARD EVALUATION:-
The Board evaluated the effectiveness of its functioning of the
Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI
Listing Regulations. The Board sought the feedback of Directors on various parameters
including:
a) Degree of fulfilment of key responsibilities towards stakeholders
(by way of monitoring corporate governance practices, participation in the long-term
strategic planning, etc.); b) Structure, composition and role clarity of the Board and
Committees; c) Extent of co-ordination and cohesiveness between the Board and its
Committees; d) Effectiveness of the deliberations and process management; e)
Board/Committee culture and dynamics; and f) Quality of relationship between Board Members
and the Management.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman was reviewed and evaluated, considering the views of Executive Directors and
Non-Executive Directors.
The NRC reviewed the performance of the individual Directors and the
Board as a whole.
The evaluation process endorsed the Board Members confidence in the
ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:-
As on 31st March, 2025, your Company had One Associate
Company, viz. TBC-GoldCoin Private Limited (CIN: U28230GJ2023PTC143514).
During the year under review, the Board of Directors reviewed the
operations and financials of the Associate Company. There was no material change in the
nature of business of Associate Company.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies
(Accounts) Rules 2014, a statement containing salient features of the financial statements
of the Company's Associate Company in form AOC-1 forms part of this Report as
Annexure-A.
During the year under review, an application being made voluntary by
Pramukh Medical Devices Private Limited, the Associate Company for striking off its name
from the Registrar of the Companies, Gujarat. On approval received from Ministry of
Corporate Affairs, the name has been struck off with effect from 26th October,
2024.
Your Company does not have any Joint Venture or Subsidiary Company as
on 31st March, 2025.
11. RELATED PARTY TRANSACTIONS: -
The Company has in place a robust framework for identifying, reviewing,
and approving Related Party Transactions (RPTs), in accordance with the provisions of the
Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations. The Policy on
Materiality of and Dealing with Related Party Transactions is available on the
Company's website at www.polymechplast.com.
All RPTs entered into during the year were in the ordinary course of
business and on an arm's length basis. These transactions were placed before the
Audit Committee for prior approval, and whereever applicable, omnibus approvals were
obtained for repetitive transactions of a routine nature. There were no materially
significant RPTs that could have a potential conflict with the interests of the Company.
Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related
parties referred to in Section 188(1) are disclosed in Form AOC-2, annexed to this Report
as Annexure-B.
Disclosures relating to related party transactions, as required under
Indian Accounting Standard (Ind AS) 24, are provided in the notes to the standalone and
consolidated financial statements forming part of this Integrated Annual Report.
12. CHANGES IN CAPITAL STRUCTURE:-
The paid-up equity capital as on 31st March 31, 2025 stood
at Rs. 5,60,17,100 consisting of 56,01,710 Equity Shares of Rs. 10/- each with no change
as compared to previous financial year.
The Company has not issued any equity shares during the year.
Accordingly, the Company is neither required to furnish any information in respect of
issue of equity shares with differential rights pursuant to Rule 4(4) of Companies (Share
Capital and Debentures) Rules, 2014 (‘SCD Rules') nor in respect of issue of
Employees Stock Option pursuant to Rule 12(9) of SCD Rules nor in respect of issue of
Sweat Equity Shares pursuant to Rule 12(9) of SCD Rules.
The Company has only one class of equity shares with face value of Rs.
10/- each, ranking pari-passu.
13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-
Details of Loans, Guarantees and Investments made by the Company
pursuant to the provisions of Section 186 of the Companies Act, 2013 are provided in the
notes to the Financial Statements.
14. 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,
relating to percentage increase in remuneration, ratio of remuneration of each Director
and Key Managerial Personnel to the median of employees' remuneration are provided in
Annexure-C to this report.
The statement containing particulars of employees, as required under
Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of
this Integrated Annual report.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING
AND OUTGO:-
The information on Conservation of Energy, Technology absorption,
Foreign Exchange earnings and outgo, as stipulated under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as
follows:
(A) CONSERVATION OF ENERGY:
Your Company is engaged in the business of Manufacturing of Injection
and Blow Moulding Plastic Processing Machines. Your Company remains committed to
sustainable manufacturing and energy conservation across its operations. It continuously
evaluates and implements measures to reduce energy consumption and improve operational
efficiency.
The Installation of Solar Photo Voltic system helps in conservation of
energy. It also helps in minimizing the Electricity Expenses.
During the financial year, the following initiatives were undertaken:
Upgradation of production equipment with energy-efficient motors and
drives to reduce electricity usage.
Optimization of manufacturing processes to minimize idle machine time
and enhance productivity per unit of energy consumed. Improved lighting systems, replacing
conventional fixtures with LED lighting across the production floor and office areas.
Preventive maintenance schedules were strictly followed to ensure peak operational
efficiency of machinery, reducing energy losses.
(B) TECHNOLOGY ABSORPTION:
Since the Company has not imported technology, the Company has no
information to offer in respect of Technology absorption.
(C) FOREIGN EXCHANGE EARNING AND OUTGO:
Earnings Rs. 63.63 Lakh (P.Y. Rs. 168.99 Lakh) Outgo Rs. 189.33 Lakh
(P.Y. Rs. 269.33 Lakh)
16. AUDITORS AND AUDITORS REPORT:-
(A) STATUTORY AUDITORS:-
In terms of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Members of the Company at their 35th AGM of the
Company held on 30th September, 2022, approved the appointment of M/s. CNK
& Associates LLP, Chartered Accountants (FRN.: 101961W/W-100036) as the Statutory
Auditors of the Company for a term of five consecutive years i.e. from the conclusion of
35th AGM till the conclusion of 40th AGM to be held in 2027.
The Statutory Auditors have confirmed that they are not disqualified to
continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of
your Company.
The Statutory Auditors have expressed their unmodified opinion on the
Standalone and Consolidated Financial Statements and their reports do not contain any
qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial
statements referred in the Auditors' Report are self-explanatory.
During the year under review, the Statutory Auditors of your Company
have not reported any instances of fraud committed in your Company by Company's
officers or employees, to the Audit Committee, as required under Section 143(12) of the
Act.
(B) INTERNAL AUDITORS:-
In terms of Section 138 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, your Company has appointed M/s. K R & Associates, Chartered
Accountants, Vadodara (FRN.: 131846W) as the Internal Auditors of the Company for the
Financial Year 2024-25.
(C) SECRETARIAL AUDITORS:-
In terms of Section 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit
Committee, the Board appointed M/s. Devesh Pathak & Associates Practicing Company
Secretaries (FRN.: S2018GJ621500) as the Secretarial Auditors of your Company for the
financial year ended 31st March 2025, who carried out the Secretarial Audit for
the financial year ended 31st March 2025. The Report given by the Secretarial
Auditors forms the part of this Integrated Annual Report as Annexure-D. The Secretarial
Audit Report is self-explanatory and does not call for any comments. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer.
During the financial year ended 31st March 2025, the Secretarial Auditors have
not reported any matter under Section 143(12) of the Act, therefore no detail is required
to be disclosed under Section 134(3)(ca) of the Act.
In terms of Regulation 24A of the Listing Regulations, with effect from
1st April 2025, your Company is required to appoint a Practicing Company
Secretary for not more than one term of five consecutive years or a firm of Practicing
Company Secretaries for not more than two terms of five consecutive years, as a
Secretarial Auditor, with the approval of the Members at its AGM and such Secretarial
Auditor must be a Peer Reviewed Company Secretary and should not have incurred any of the
disqualifications as specified under the Listing Regulations. Further, as per the said
Regulation, any association of the individual or the firm as the Secretarial Auditors of
the Company before 31st March 2025 shall not be considered for the purpose of
calculating the tenure of the Secretarial Auditors.
Taking into account the above requirements, the Board, on the
recommendation of the Audit Committee, has approved the appointment of M/s. Devesh Pathak
& Associates Practicing Company Secretaries (FRN.: S2018GJ621500) as the Secretarial
Auditors of the Company for a term of five consecutive years, commencing from the
Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the Members
at the ensuing 38th AGM of your Company. The recommendation followed a detailed
evaluation of proposals received by the Company and consideration of factors such as
technical capabilities, independence, industry experience, subject matter expertise,
profile of audit partners and team, quality of audit practices and past association with
the Company.
Your Company has received written consent from the Secretarial Auditors
that the appointment, if approved, will be in accordance with the applicable provisions of
the Listing Regulations, Act and rules framed thereunder. Further, the Secretarial
Auditors have confirmed that they are not disqualified to be appointed as the Secretarial
Auditors of your Company and are peer reviewed.
(D) COST AUDITORS:-
Pursuant to the Rule 4 of the Companies (Audit and Auditors) Rules,
2014, the requirement to get the Cost Records audited for the items as specified in Table
B of Rule 3 of the Companies (Audit and Auditors) Rules, 2014 by the Company applies if
the overall annual turnover of the company from all its products and services during the
immediately preceding financial year is rupees one hundred crore or more and the aggregate
turnover of the individual product(s) or service(s) for which cost records are required to
be maintained is rupees thirty five crore or more.
As the Company does not fall under the criteria of overall annual
turnover of rupees one hundred crore or more, the requirement of Cost Audit is not
applicable to the Company.
However, the aggregate turnover of the individual product(s) or
service(s) exceeds rupees thirty five crore and accordingly, the Company is required to
maintain the Cost Records.
The Company has appointed a Cost Auditor M/s. Y S Thakar &
Associates, Cost Accountants, (FRN.: 000318) who provides the Certificate confirming
Maintenance of Cost Records by the Company for the Financial Year 2024-25.
17. CORPORATE GOVERNANCE REPORT:-
The Company believes in adopting best practices of Corporate
Governance. Corporate Governance Principles are enshrined in the spirit of the Company,
forming its core values. The Company considers the same as its inherent responsibility to
disclose timely and accurate information to its stakeholders regarding its operations and
performance, as well as the leadership and governance of the Company.
Your Company is committed to maintain high standards of corporate
governance practices. The Corporate Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated Annual Report along with the required
certificate/s from a Practicing Company Secretary, regarding compliance of the conditions
of corporate governance, as Annexure-E.
In compliance with corporate governance requirements as per the SEBI
Listing Regulations, your Company has formulated and implemented a Code of Conduct for all
Board members and senior management personnel of your Company (“Code of
Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available
on the website of your Company at www.polymechplast.com.
18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-
The Company's internal control systems are commensurate with the
nature of its business, the size and complexity of its operations and such internal
financial controls with reference to the Financial Statements are adequate.
The details in respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis Report, which forms a part of the
Integrated Annual Report.
19. CORPORATE SOCIAL RESPONSIBILITY [CSR]:-
Since the Company does not fall in any of the criteria mentioned in
Section 135(1) of the Act, provisions of Section 135 of the Act and Rules framed
thereunder relating to Corporate Social Responsibility are not applicable to the Company.
Hence, no details in this regard have been furnished.
20. RISK MANAGEMENT:-
Risk Management at Polymechplast Machines Limited is a key component of
the Company's strategic and operational planning. Since SEBI Listing Regulations
mandate a Risk Management Committee (RMC) only for the top 1,000 listed entities, the
Company does not fall under the said criteria and accordingly the Company is not required
to constitute Risk Management Committee under Regulation 21 of the SEBI Listing
Regulations.
However, the Board always takes pro-active steps voluntarily to
strengthen the Company's risk oversight framework. In today's economic
environment, Risk management is a very important and integral part of the Company's
strategy for the achievement of our long-term goals. The main aim of risk management is to
identify, monitor and take precautionary measures in respect of the events that may pose
risks for the business. The Directors of the Company have embedded risk management in the
business processes, so as to minimize adverse impact on the business objectives and
enhance the Company's competitive advantage.
The responsibility to identify certain risk like price risk, uncertain
global economic environment, human resource, competition, compliance, industrial health
and safety risk always lies in the core heart of the Board and the Company. Every step is
taken to adhere to the risk evaluation and reduction before every crucial business
decisions.
21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal
Complaints Committee is in place for all works and offices of the Company to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary and trainees) are supposed to adhere to and conduct themselves as prescribed in
this policy.
During the year under review, the Company received No Complaints in
this regard accordingly, the Company has no information to report in respect of receipt
and disposal of the complaints.
22. STATEMENT OF COMPLIANCE OF MATERNITY BENEFITS ACT, 1961:-
Your Directors state that the Company is compliant of the provisions of
the Maternity Benefit Act, 1961.
23. VIGIL MECHANISM (WHISTLE BLOWER POLICY):-
Your Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour. In line with the Company's Code of Conduct,
any actual or potential violation, howsoever insignificant or perceived as such, would be
a matter of serious concern for the Company. The role of the employees in pointing out
such violations of the Company's Code of Conduct cannot be undermined.
In accordance with Section 177(9) of the Act and Regulation 22 of the
SEBI Listing Regulations, the Company has established the necessary vigil mechanism that
provides a formal channel for all its Directors, Employees, and other Stakeholders to
report concerns about any unethical behaviour, actual or suspected fraud or violation of
the Company's Code of Conduct. The details of the policy have been disclosed in the
Corporate Governance Report, which forms a part of the Annual Report and is also available
on www.polymechplast.com. During the year under review, there were no instances of whistle
blowers.
24. ANNUAL RETURN:-
Pursuant to the provisions of Section 92 and 134 of the Act read with
the Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in
Form MGT-7 for the Financial Year 2024-25 is available on the website of the Company at
www.polymechplast.com.
25. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND [IEPF]:-
During the year under review, there was no unpaid/unclaimed amount
required to be transferred to Investor Education & Protection Fund (IEPF) pursuant to
provisions of Section 125 of the Act.
26. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:-
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI Listing Regulations, is presented in a section
forming part of this Integrated Annual Report, as
Annexure-F.
27. COMPLIANCES WITH SECRETARIAL STANDARDS:-
During the year under review, your Company has complied with all the
applicable provisions of Secretarial Standards, i.e. SS-1 and SS-2 relating to
‘Meetings of the Board of Directors' and ‘General Meetings'
respectively, issued by the Institute of Company Secretaries of India.
28. CEO / CFO CERTIFICATION:-
In terms of Regulation 17(8) of the Listing Regulations, the Compliance
Certificate duly certified by Chief Executive Officer (CEO) and Chief Financial Officer
(CFO) reporting the accuracy of the Financial Statements and adequacy of Internal Control
Systems for financial year ended 31st March, 2024 forms the part of Corporate
Governance Report.
29. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT:
The Code of Conduct of the Company aims at ensuring consistent
standards of conduct and ethical business practices across the Company. All the Board
Members and Senior Management Personnel have affirmed compliance with the Code on annual
basis. In this regard, certificate from Managing Director as required under Schedule V of
the Listing Regulations, 2015 has been received by the Board, forming part of Corporate
Governance Report.
30. INDUSTRIAL RELATIONS:-
Your Company maintained healthy, cordial and harmonious industrial
relations at all levels. Despite severe competition, the enthusiasm and the unstinted
efforts of the employees have enabled your Company to remain at the forefront of the
industry.
31. GENERAL DISCLOSURE:-
During the year under review
a) There are no material changes affecting the financial position of
the Company subsequent to the close of Financial Year 2024-25 till the date of this
report. b) No significant or material orders were passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its operations in
future. c) The Company has not made any voluntary revision of Financial Statements or
Board's Report pursuant to the provisions of Section 131 of the Act. d) There was no
change in the nature of the business of the Company during the year. e) Your Company has
taken appropriate insurance for all assets against foreseeable perils. f) Your Company has
neither made any Application nor are any Proceedings pending under the Insolvency and
Bankruptcy Code (IBC), 2016. g) Your Company was not required to do any Valuation while
taking Loan from the Banks or Financial Institution. h) No Credit Rating has been done by
the Company during the year.
32. ACKNOWLEDGEMENT:-
The Board of Directors expresses its sincere appreciation to all
employees of the Company for their dedication, commitment and contribution to its
performance and growth during the year. The collective efforts of the workforce have been
instrumental in navigating challenges and driving progress.
The Board also extends its gratitude to the Company's
shareholders, customers, dealers, vendors, business associates, bankers, employee unions
and other stakeholders for their continued trust, support, and collaboration.
The Directors acknowledge the valuable support and guidance received
from the Government of India, various State Governments, local authorities, and regulatory
bodies in India and abroad. The Board looks forward to their continued cooperation in the
years ahead.
ANNEXURE - A TO THE BOARD'S REPORT
Form AOC-1
Statement containing salient features of the financial statement of
Subsidiaries or associate companies or joint ventures Pursuant to Section 129(3) of the
Companies Act, 2013 [Read with Rule 5 of the Companies (Accounts) Rules, 2014]
Sr. |
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TBC-Goldcoin Pvt. Ltd. |
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Particulars of Associate
Company |
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No. |
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(CIN: U28230GJ2023PTC143514) |
1 |
Latest Audited Balance Sheet Date |
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27th May, 2025 |
2 |
Date on which the Associate
was associated or acquired |
06th June, 2023 |
3 |
No. of Shares of Associate
held by the Company on the |
7,20,000 |
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year end |
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4 |
Amount of Investment in
Associates (in Rs.) |
Rs. 72,00,000/- |
5 |
Extent of Holding (in %) |
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45.00% |
6 |
Description of how there is
significant influence |
Voting Power |
7 |
Reason why the associate is
not consolidated |
Consolidated |
8 |
Net worth attributable to shareholding |
as per latest |
Rs. 40,04,100/- |
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audited Balance Sheet |
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9 |
Share of profit/loss for the year |
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i. Considered in Consolidation |
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Rs. (20,80,254/-) |
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ii. Not Considered in Consolidation |
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Notes: The following information shall be furnished at the end of the
statement:
1. Names of Associates or Joint Venture which are yet to
commence operations: NIL
2. Names of Associates or Joint Venture which have been
liquidated or sold during the year: NIL.
Form AOC 2
Particulars of Transactions entered with Related Parties
Pursuant to clause (h) of sub-section (3) of Section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.
This form pertains to the disclosure of particulars of transactions
entered into by the Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013
1. Details of contracts or arrangements or transactions Not at
arm's length basis:
There were no contracts / arrangements / transactions entered into
during the financial year ended 31st March, 2025, which were not at arm's
length basis.
2. Details of Material contracts or arrangements or transactions
on an arm's length basis:
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Particulars |
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TBC-Goldcoin Private |
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Equipments Private |
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Nature of Relationship with
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influence |
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rendering of |
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transactions |
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Rentals, |
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services |
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Open Ended |
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arrangements or transactions
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f. |
Date of approval by the Board |
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29-05-2015 |
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Amount paid as advances, if
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Nil |
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Particulars of Employees Remuneration
Information pursuant to Section 197(12) of the Companies Act, 2013
[Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
(A) The Ratio of the remuneration of each Director to the median
remuneration of the employees and the percentage increase in remuneration of each
Director, CFO, CS or Manager, if any, for the financial year ended 31st March,
2025:
Sr. |
Name of Directors |
Designation |
Ratio of |
% increase in |
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remuneration to |
remuneration in |
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the median |
the F.Y. 2024-25 |
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remuneration of |
as compared to |
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Employees |
F.Y. 2023-24 |
1. |
Mahendrakumar Bhuva |
Chairman & Managing |
15.96 |
Nil |
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Director |
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2. |
Himmatlal Bhuva |
Whole Time Director |
15.96 |
Nil |
3. |
Hemangini Pathak@ |
Independent Director |
N.A. |
N.A. |
4. |
Ashokkumar Shah@@ |
Independent Director |
N.A. |
N.A. |
5. |
Asmani Surve |
Independent Director |
N.A. |
N.A. |
6. |
Chirag Shah$ |
Independent Director |
N.A. |
N.A. |
7. |
Sitaram Lokhande* |
Chief Executive Officer |
10.54 |
382.71 |
8. |
Manan Joshi% |
Chief Executive Officer |
3.73 |
N.A. |
9. |
Dinesh Punjabi |
Chief Financial Officer |
2.60 |
6.02 |
10. |
Gauri Bapat& |
Company Secretary & |
0.71 |
-75.05 |
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Compliance Officer |
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11. |
Vaishali Punjabi# |
Company Secretary & |
1.78 |
N.A. |
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Compliance Officer |
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@ - Ceased to be Independent Director due to Completion of Term
w.e.f. 28-05-2024.
@@ - Ceased to be Independent Director due to Completion of Term
w.e.f. 28-09-2024.
$ - Appointed as Independent Director w.e.f. 12-08-2024. * - Resigned
as Chief Executive Officer w.e.f. 10-12-2024.
% - Appointed as Chief Executive Officer w.e.f. 02-12-2024.
& - Resigned as Company Secretary & Compliance Officer
w.e.f. 05-06-2024.
# - Appointed as Company Secretary & Compliance Officer
w.e.f. 28-05-2024.
Note:
The median is calculated on gross annual salary of the Employee.
The Independent Directors of the Company are entitled to sitting fees
as per the statutory provisions and the limits approved by the Board of Directors of the
Company.
(B) The percentage increase in the median remuneration of employees in
the financial year is 12.35%.
(C) The number of permanent employees on the rolls of Company as on 31st
March, 2025 was 127.
(D) average percentile increase already made in the salaries of
employees other than the Managerial Personnel in the last financial year and its
comparison with the percentile increase in the Managerial Remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:-
- Average percentage increase / (decrease) in the salary of the
Company's employees, excluding Key Managerial Personnel (KMP) was 182.32%.
- Average increase in Salary of Key Managerial Personnel (KMP)
was 9.61%.
(E) There was no employee getting remuneration higher than that of the
Chairman and Managing Director.
(F) The provisions of Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company,
as there were no employees drawing remuneration exceeding the thresholds specified
therein.
(G) It is hereby affirmed that the remuneration is as per the
Remuneration Policy for Directors, Key Managerial Personnel, and other employees adopted
by the Company.
ANNEXURE - D TO THE BOARD'S REPORT
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, The Members,
POLYMECHPLAST MACHINES LIMITED
“Gold Coin House”, 776, G.I.D.C., Makarpura, Vadodara-390010,
Gujarat, India
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by the Company.
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon. Based on our verification of the POLYMECHPLAST MACHINES LIMITED's books,
papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended on 31st
March, 2025 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter the Companies Act, 2013 (the
Act') and the rules made thereunder;
We have examined the books, papers, minutes' books, forms and
returns filed and other records maintained by the Company for the financial year ended on
31st March, 2025 according to the provisions of:
(i) The Companies Act, 2013 (‘the Act') and the rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (v) The following Regulations and
Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act'): (a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 1992 [Presently: The
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015]; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 [Presently: The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018]; (d) The Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 [Presently: Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021]; (e) The Securities and Exchange Board of
India (Issue and Listing of Debt Securities) Regulations, 2008; [Presently: Securities and
Exchange Board of India (Issue and Listing of Non-Convertible securities) Regulations,
2021]; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009 [Presently: Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations,2021]; (h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998; [Presently: The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 2018]
(vi) Having regard to the products and processes of the Company as also
having regard to the compliance system prevailing in the Company and on examination of the
relevant documents and records in pursuance thereof on test check basis, we further report
that the Company has complied with the following laws applicable specifically to the
Company: (a) The Factories Act, 1948 (b) The Payment of Wages Act, 1936 (c) The Minimum
Wages Act, 1948 (d) The Employees State Insurance Act, 1948 (e) The Employees'
Provident Fund and Miscellaneous Provisions Act, 1952 (f) The Payment of Bonus Act, 1965
(g) The Payment of Gratuity Act, 1972 (h) The Contract Labour (Regulation and Abolition)
Act, 1970 (i) The Apprentices Act, 1961 (j) The Gujarat Labour Welfare Fund Act,1953 (k)
The Gujarat State Tax on Professions, trades, Callings and Employments Act,1976 (l) Sexual
harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
We have also examined compliance with the applicable clauses of the
following: (i) Secretarial Standards issued by The Institute of Company Secretaries of
India.
(ii) The Listing Agreement entered into by the Company with BSE Ltd.
including Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘LODR').
We further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members'
views, if any, are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report (by way of information) that during the audit period,
(a) The Company has not issued any securities during the period under
review and accordingly
- The Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018
- The Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
- The Securities and Exchange Board of India (Issue and Listing
of Non-Convertible Securities) Regulations, 2021 were not applicable during the audit
period.
(b) The Company has neither got delisted nor bought back any security
of the Company and accordingly
- Securities and Exchange Board of India (Delisting of Equity
shares), Regulations, 2021, and
- Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 were not applicable.
(c) The Company received a mail dated 21st November, 2024
from BSE Ltd. stating that the Company was non-compliant with Regulation 20(2)/(2A) of
LODR i.e non compliance with the constitution of Stakeholders Relationship Committee and
imposed fine of Rs. 4000 + Rs. 720 (GST).
BSE vide its mail dtd. 7th December, 2024 inter alia stated
as follows:
“In the CGR filed for the Quarter ended September, 2024, the
Company has reported that they have a regular Chairperson for SRC. However, during the
Quarter, it is observed that on September 29 and 30, there was no Chairperson. Therefore
Regulation 20 read with Regulation 17(1E), fines have been levied on the Company for
non-compliance observed.”
In the regard, we have been informed by the Company as follows:
“The Company had duly constituted and strictly adhered to the
provisions of Stakeholders Relationship Committee especially with the number of Directors
as required for the formulation of the Committee. It only missed to disclose the details
of the Chairperson inadvertently in the Corporate Governance Report for the Quarter ended
30th September, 2024. Subsequently, the Company has paid fine of Rs. 4720/- on
10th December, 2024 and has applied for waiver of the penalty as the Company
has not committed violation.”
The Company has also filed revised Corporate Governance for the Quarter
ended 30th September, 2024 and outcome of the waiver application is
awaited.”
(d) The Members of the Company at their 37th Annual General
Meeting of the Company held on 28th September, 2024 inter-alia declared final
dividend for the year ended on 31st March, 2024 at the rate of 10% i.e. Rs. 1
per share by way of Ordinary Resolution. Approved appointment of Mr. Chirag Sureshbhai
Shah (DIN: 10688506) as an Independent Director with effect from 12th August
2024 for the period of 5 years by way of Special Resolution. Approved reappointment of Mr.
Himmatlal P. Bhuva (DIN: 00054580) as a retiring Director by way of Ordinary Resolution.
Approved reappointment of Mr. Mahendrabhai Bhuva (DIN: 00054562) as a Managing Director
with effect from 1st June, 2024 for the period of 3 years by way of Special
Resolution. Approved revision in the borrowings limits upto Rs. 50 crores pursuant to the
provisions of Section 180(1)(c) of the Companies Act, 2013 by way of Special Resolution.
Approved authority to the Board of Directors under Section 180(1)(a) of the Act inter alia
for creation of Mortgage or Charge on the Assets, Properties or Undertakings of the
Company. Approval to Inter-Corporate Loans, Investments, providing Guarantee or Security
under Section 186 of the Act.
(e) Since the net worth of the Company exceeded Rs. 25crores for the
financial year ended 31st March, 2023 and onwards, corporate governance
provisions have been applicable to the Company for the financial year 2023-24 and onwards
in terms of Regulation 15(2) of LODR.
(f) M/s Pramukh Medical Devices Pvt. Ltd., the Associate Company of the
Company, on making application for removal of its name from the Register of Companies,
Gujarat voluntarily on 9th July, 2024, is struck off with effect from 26th
October, 2024.
To, The Members,
POLYMECHPLAST MACHINES LIMITED.
“Gold Coin House”, 776, G.I.D.C., Makarpura, Vadodara-390010,
Gujarat, India
Ref.: Secretarial Audit Report dated 7th August, 2025
pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
1. Maintenance of secretarial records is the responsibility of
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and the processes as
were appropriate to obtain reasonable assurance about the correctness of the contents of
the secretarial records. The verification was done on the test basis to ensure that
correct facts are reflected in secretarial records. We believe that the process and the
practices we followed provided reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and books of Accounts of the Company and have relied upon the Audited
Financial Statement and Management Representation provided by the Company on the matter.
4. The compliance of the provisions of corporate and other
applicable laws, rules, regulations, standards, is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.
5. Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
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