డైరెక్టర్ల నివేదిక Ideal Technoplast Industries Ltd.
Your directors are pleased to present the 03rd Annual Report on the business and operations of the
Company, together with the audited financial statements, for the financial year ended 31st March, 2026.
The financial highlights of the current year in comparison to the previous year are as under.
(Amount in Lakhs)
|
PARTICULARS |
2025-26 |
2024-25 |
|
Revenue from Operations |
3462.43 |
2847.95 |
|
Other Income |
30.41 |
36.39 |
|
Total Income |
3492.84 |
2884.34 |
|
Profit/(Loss) before Depreciation, Finance cost, Exceptional Items and |
682.71 |
533.32 |
|
Less: Finance Costs |
162.44 |
74.78 |
|
Less: Depreciation and Amortization Expense |
157.21 |
73.60 |
|
Profit/(Loss) before Tax Before exceptional and |
363.06 |
384.94 |
|
Exceptional and Extra-ordinary Item |
- |
- |
|
Profit/(Loss) before Tax after exceptional and extra-ordinary items |
363.06 |
384.94 |
|
Less: Tax Expense: |
||
|
a. Current Tax Exepense |
19.41 |
82.16 |
|
b. Deferred Tax |
65.92 |
14.73 |
|
Profit/(Loss) After Tax |
277.72 |
288.06 |
|
Earnings per share |
5.55 |
6.47 |
STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY:
During the financial year under review, the Company continued to
strengthen its business operations and improve its overall performance,
while building on the capacity expansion undertaken in the preceding
financial year, which started commercial operations towards the end of the
third quarter of FY 2025-26. The Company achieved total revenue of Rs.
3,492.84 Lacs for the year ended 31 March 2026 as compared to Rs. 2,884.34
Lacs in the previous year, reflecting healthy growth in revenues and
improved market presence. The net profit for the year stood at Rs. 277.72
Lacs as against Rs. 288.06 Lacs in the previous year.
During the year, the Company also focused on enhancing operational
efficiency, strengthening customer relationships, expanding its business
reach, and laying a stronger foundation for future growth in line with its
long-term business strategy. The new state-of-the-art manufacturing facility
at Olpad GIDC, Surat, which will support in improving production
capabilities, and further strengthen the Companyâs operational base.
LISTING:
Pursuant to the resolutions duly passed by the Members of the Company at the Extra-ordinary General
Meeting convened on the 09th day of March 2024, the Company resolved to approach the capital
markets with an Initial Public Offering (IPO) of 13,25,000 (Thirteen Lakh Twenty Five Thousand)
equity shares, each having a face value of Rs. 10/- (Rupees Ten Only including a premium of Rs. 111/-
per equity share). This offering was conducted through the Book Building Process, in accordance with
the provisions of applicable laws, with the intent to offer said shares to the public.
The issue was made available for public subscription from the Wednesday, August 21st, 2024 and closed
on August 23rd, 2024 and the allotment of these equity shares was subsequently finalized on the 26th
day of August 2024, in consultation with the Designated Stock Exchange, namely the National Stock
Exchange of India Limited (NSE), as per the regulatory framework governing such issuances.
Following the submission of the Companyâs application, the National Stock Exchange of India Limited
(NSE), after due consideration, granted its final approval for the listing and commencement of trading
on the NSE Emerge platform with effect from the 28th day of August 2024.
DIVIDEND:
The Board of Directors do not recommend any dividend for the financial year ended March 31,2026.
The Board of Directors has recommended / approved the issue of bonus equity shares in the ratio of 1:1
to the existing equity shareholders by capitalisation of free reserves / securities premium / retained
earnings,, subject to approval of the members and other applicable statutory and regulatory approvals,
if any Upon issue of bonus shares, the paid-up share capital of the Company will stand increased
accordingly, while the overall economic interest of the shareholders shall remain proportionately the
same
CHANGES IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company
In the beginning of the financial year 2023-2024 the company had the Authorized Share Capital of Rs.
1,39,64,380 /- (Rupees One Crore Thirty-Nine Lakhs Sixty-Four Thousand Three Hundred and Eighty
only) consist of 13,96,438 /- (Thirteen Lakh Ninety-Six Thousand Four Hundred and Thirty-Eight only)
equity shares of Rs 10/- each and paid-up share capital of Rs. 13,96,4380/- (Rupees One Crore Thirty-
Nine Lacs Sixty-Four Thousand Three Hundred and Eighty only) consist of 13,96,438 /- (Thirteen Lakh
Ninety-Six Thousand Four Hundred and Thirty-Eight only) equity shares of Rs. 10/- each.
On March 2nd , 2024, the company has come up with the Initial Public Offering (IPO) of 13,25,000
(Thirteen Lakh Twenty-Five Thousand) Equity shares of the face value of Rs. 10/- (Rupees Ten Only)
each. Further, the Initial Public Offer (âIPOâ) of the company opened for subscription on Wednesday,
August 21st, 2024 and closed on August 23rd, 2024 for all the bidders for upto 13,25,000 Equity Shares of
the face value of Rs. 10 each (âEquity Sharesâ) bearing distinctive numbers from 3675001 to 50,00,000
(both inclusive in dematerialized mode) at a price of Rs. 121/- per equity share (including a premium of
Rs. Ill/- per equity share) allotted to the respective applicants in the various categories as approved in
consultation with the Authorized Representative of the Designated Stock Exchange viz. National Stock
exchange of India Limited
As of March 31, 2026, the Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five
Crore only) divided into 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. The
Paid-up Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore only) divided into
50,00,000 (Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. There is no change in share
capital during the financial year 2025-26.
Further, the Board has proposed to increase the authorised share capital of the Company, subject to
approval of the members at the ensuing AGM from ^ 5,00,00,000/- divided into 50,00,000 Equity
Shares of ^ 10/- each to ^ 12,00,00,000/- divided into 1,20,00,000 Equity Shares of ^ 10/- each, and
Clause V of the Memorandum of Association of the Company be substituted accordingly, to
facilitate the proposed bonus issue and allied corporate actions
RECONCILIATION OF SHARE CAPITAL AUDIT
As required by the SEBI Listing Regulations, quarterly audit of the Companyâs share capital is being
carried out by an independent Practicing Company Secretary with a view to reconcile the total share
capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital.
The Practicing Company Secretaryâs Certificate in regard to the same is submitted to BSE and the NSE
and is also placed before the Board of Directors.
The Board of Directors has proposed to transfer profit amount to the General Reserve / reserves for the
year ending 2026.
The Company has not accepted any deposits from the public during the year under review. No amount
on account of principal or interest on deposits from the public was outstanding as on March 31,2026.
The details of amount accepted and received from the directors of the company have been disclosed in
the financial statements.
Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.
The Company being the SME listed on the Emerge Platform of NSE, the provisions pertaining to
Corporate Governance are not applicable to the Company. Accordingly, the separate report on Corporate
Governance is not applicable in the Annual Report.
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31st
March, 2026, is available on the Companyâs website and that can be accessed at
https: //idealtechnoplast.com/Financialresult.aspx
By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Company is not required to provide extract of
Annual Return (Form MGT-9) as part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
At present, Board of Directors of the Company comprises of 6 Directors, who have wide and varied
experience in different disciplines and fields of corporate functioning. The present composition of the
Board consists of one Managing Director, one CFO/Director, one Executive Director and Three
Independent Non-Executive Directors which includes one women Independent Non-Executive Director.
The Company is maintaining optimum combination of Executive, Non-Executive Directors and
Independent Directors.
The Board of Directors of company comprised of the following Directors, as on 31st March 2026:
|
SNo |
Name of Director |
DIN |
Designation |
|
1 |
Prafulkumar Karsanbhai Vaghasiya |
10402567 |
Chairman & Executive Director |
|
2 |
Vipulbhai Dulabhai Mendapara |
10402565 |
Managing Director |
|
3 |
Gauravbhai Chhaganbhai Gopani |
10402566 |
CFO & Director |
|
4 |
Hardik Sureshbhai Kambodi |
10496271 |
Independent Director |
|
5 |
Shaista Afreen |
10118954 |
Independent Director |
|
6 |
Rushiraj Zaverbhai Patel |
08017580 |
Independent Director |
APPOINTMENT AND REAPPOINTMENT:
During the year under Review, there was no appointment/reappointment or change in directors of the
company Also there is no cessation of Directors from the Board.
In accordance with the provisions of Section 152 of Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Vipulbhai Dulabhai
Mendapara (DIN 10402565), retires by rotation at the ensuing AGM and being eligible, seeks re¬
appointment. A resolution seeking the re-appointment of Mr. Vipulbhai Dulabhai Mendapara (DIN
10402565), forms part of the Notice.
The profile along with other details of Mr. Vipulbhai Dulabhai Mendapara are provided in the
annexure to the Notice.
CHANGE IN KEY MANAGERIAL PERSONNEL:
During the Year under review there is no change in the Key Managerial Personnel of the company:
Key Managerial Personnel as on 31st March 2026:
|
Sr. No |
Name of Key Managerial Personnel |
Designation |
|
1 |
Mr. Prafulkumar Karsanbhai Vaghasiya |
Chairman |
|
Sr. No |
Name of Key Managerial Personnel |
Designation |
|
2 |
Mr. Vipulbhai Dulabhai Mendapara |
Managing Director |
|
3 |
Mr. Gauravbhai Chhaganbhai Gopani |
Chief Financial Officer |
|
4 |
Ms. Neha Shaw |
Company Secretary |
The Board of Directors (herein after called as âthe Boardâ) met 12 (Twelve) times during the year under
review as mentioned below The gap between any two consecutive board meeting did not exceed 120
days as per the provisions of Companies Act, 2013 and rules made thereunder
|
Sr. No. |
Board Meeting Dates |
|
1. |
01.04.2025 |
|
2. |
28.04.2025 |
|
3. |
28.05.2025 |
|
4. |
26.06.2025 |
|
5. |
21.08.2025 |
|
6. |
06.09.2025 |
|
7. |
08.09.2025 |
|
8. |
30.09.2025 |
|
9. |
14.11.2025 |
|
10. |
06.01.2026 |
|
11. |
28.01.2026 |
|
12. |
25.03.2026 |
|
Sr. No |
Name of the Director |
Category |
Number of Board Meetings |
Number of attended |
|
1 |
Prafulkumar Karsanbhai Vaghasiya |
Chairman & |
12 |
12 |
|
2 |
Vipulbhai Dulabhai |
Managing Director |
12 |
12 |
|
Sr. No |
Name of the Director |
Category |
Number of Board Meetings |
Number of attended |
|
3 |
Gauravbhai |
CFO & Director |
12 |
12 |
|
4 |
Hardik Sureshbhai |
Independent Director |
12 |
12 |
|
5 |
Shaista Afreen |
Independent Director |
12 |
4 |
|
6 |
Rushiraj Zaverbhai |
Independent Director |
12 |
12 |
During the year, the company held its 02nd Annual general Meeting (AGM) on September 30th, 2025 at
12:30 P.M. through Video Conferencing (''VC'') / Other Audio Visual Means (''OAVM'') facility at the
registered office of the company
A. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:
During the year, the Company has received the necessary declaration from the Independent Directors
pursuant to Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and
Regulation 25 read with regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of
the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct
prescribed under Schedule-IV of the Companies Act, 2013. These declarations have been placed before
and noted by the Board. In the opinion of the Board, the companyâs Independent Directors possess the
integrity, requisite experience, and expertise relevant to the industry in which the company operates.
Further, all the Companyâs Independent Directors have registered with the Independent Directorâs
Databank of the Indian Institute of Corporate Affairs. -
The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise in the fields of science and technology, finance, governance,
human resources, sustainability, etc. and that they hold highest standards of integrity.
All the Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
(LODR) Regulations), the Company has put in place a Familiarization Program for the Independent &
Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The detail of
such program is available on the website of the company at
https://idealtechnoplast.com/PDF/policies/Policy-on-Familiarisation-of-Independent-Directors.
TERMS AND CONDITIONS OF APPOINTMENT:
The terms & conditions of appointment of Independent Director stipulates under section 149,150 and
152 of the Companies Act 2013 read with âGuidelines for Professional Conductâ pursuant to Schedule IV
to the Act. The details of such terms are available on the website of the company
http://idealtechnoplasts.com/and may be accessed through the web link
https: //idealtechnoplast.com/PDF/policies/Terms-and-condition-for-Appointment-of Independent-
Directors.
BOARD EVALUATION
In terms of Section 178(2) and 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the
Companies (Accounts) Rules, 2014, Nomination and Remuneration Policy (âNR Policyâ) of the
Company, inter alia, the Board/ Nomination and Remuneration Committee (NRC) will conduct
performance evaluation of the Board as a whole and its Committees and the individual Directors.
Performance evaluation of Directors shall be done by the entire Board/ NRC (excluding the director
being evaluated). The Nomination and Remuneration Committee shall continue to be responsible for
implementation of the methodology followed by the Company in this regard.
The NRC Policy of the Company is placed on the Companyâs website at:
https: //idealtechnoplast.com/PDF/policies/Nomination-and-Remuneration-Policy.
Performance of the Board is evaluated after seeking inputs from all the directors on the basis of criteria
such as board composition and structure, effectiveness of board processes, information and
functioning, its contribution in effective management of the Company, dynamics, quality of
deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.
Based on the assessment, observations on the performance of Board are discussed and key action areas
for the Board, Committees and Directors are noted.
The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as Committee composition, process, dynamics,
deliberation, strategic discussions, effective reviews etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on
the key aspects of his role.
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 evaluated, taking into
account the views of the executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of independent directors, at which the performance of the
Board, its committee and individual Directors was also discussed.
CEO/CFO CERTIFICATION
Mr. Prafulkumar Karsanbhai Vaghasiya, Chairman & Director, Mr. Vipulbhai Dulabhai
Mendapara, Managing Director and Mr. Gauravbhai Chhaganbhai Gopani, Chief Financial
Officer/Director of the Company have given a certificate to the Board as contemplated in Regulation
17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Pursuant to the provisions Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has
constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee.
The Audit Committee of the Company is constituted in line with the provisions of Section 177 along
with Rule 6 of the Companies (Meeting and Its Powers) Rules, 2014 and Regulation 18 read with Part C
of Schedule II of the SEBI (Listing and Obligations and Disclosure Requirements) Regulations 2015.
The Board of the company constituted the Audit Committee (which includes terms of reference) on
March 02nd, 2024.
The primary objective of the Audit Committee is to monitor and provide an effective supervision of the
Managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest
levels of transparency, integrity and quality of financial reporting. The Committee oversees the work
carried out in the financial reporting process by the Management, the internal auditor, the statutory
auditor and the cost auditor and notes the processes and safeguards employed by each of them. The
Committee further reviews the processes and controls including compliance with laws, Code of Conduct
and Insider Trading Code, Whistle Blower Policies and related cases thereto. The Committee also
reviews matters under the Prevention of Sexual Harassment at Workplace Policy.
Ms. Neha Shaw, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. She
has attended the Meeting of the Audit Committee held during the Financial Year 2025-26.
The Audit Committee is duly constituted in accordance with the applicable regulation. During the
Financial Year ended 31st March 2026, the audit committee convened 4 (Four) which were held on the
following dates:
⢠28th May 2025,
⢠08th September 2025,
⢠14th November 2025
⢠16th March 2026.
The Composition of the Audit Committee as on 31/03/2026 is as under:
|
Sr. No. |
Name of Director |
Designation |
No. of meetings held during the |
No. of meetings |
|
1 |
Mr. Hardik Sureshbhai |
Chairman |
4 |
4 |
|
Kambodi |
||||
|
2 |
Mrs. Shaista Afreen |
Member |
4 |
2 |
|
3 |
Mr. Rushiraj Zaverbhai Patel |
Member |
4 |
4 |
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 along with Rule 6 of the
Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of
Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration
Committee of the Board of Directors.
The Board of Directors of the Company constituted the Nomination and Remuneration Committee
(which includes terms of reference as provided under the Act) on March 02nd, 2024..
The purpose of the Nomination and Remuneration Committee (âNRCâ) is to oversee the Companyâs
nomination process including succession planning for the senior management and the Board and
specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as
Executive Directors, Non-Executive Directors and determine the role and capabilities required for
Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment
and Removal of Directors. The NRC and the Board periodically reviews the succession planning process
of the Company and is satisfied that the Company has adequate process for orderly succession of Board
Members and Members of the Senior Management.
The NRC also assists the Board in discharging its responsibilities relating to compensation of the
Companyâs Executive Directors and Senior Management. The NRC has formulated Remuneration Policy
for Directors, KMPs and all other employees of the Company.
The Nomination and Remuneration Committee is duly constituted in accordance with applicable
regulations. During the Financial Year ended March 31, 2026, the Nomination and Remuneration
Committee convened two (2) meeting, which were held on 28 May 2025 and 06 September 2025 via
Video Conference.
The Composition of the Nomination and Remuneration Committee as on 31/03/2025 is as
under:
|
Sr. No. |
Name of |
Designation |
No. of meetings held during the |
No. of meetings attended |
|
1 |
Mrs. Shaista Afreen |
Chairman |
2 |
2 |
|
2 |
Mr. Rushiraj Zaverbhai Patel |
Member |
2 |
2 |
|
Sr. |
Name of |
No. of |
No. of |
|
|
No. |
Director |
Designation |
meetings held during the |
meetings attended |
|
3 |
Mr. Hardik Sureshbhai |
Member |
2 |
1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part
D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship
Committee of the Board of Directors.
The Stakeholdersâ Relationship Committee considers and resolves the grievances of our shareholders,
debenture holders and other security holders, including complaints relating to non-receipt of annual
report, transfer and transmission of securities, non-receipt of dividends/interests, issue of
new/duplicate certificates, general meetings and such other grievances as may be raised by the
security holders of the Company, from time to time.
The SRC also reviews:
a. The measures taken for effective exercise of voting rights by the shareholders;
b. The service standards adopted by the Company in respect of the services rendered by our Registrar
& Transfer Agent;
c. The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend/annual report/notices and other information by
shareholders.
The Stakeholdersâ Relationship Committee is duly constituted in accordance with applicable
regulations. During the Financial Year ended on 31st March 2026, the Stakeholdersâ Relationship
Committee convened Two (2) Meeting which was held via Video Conference on the following dates:.
⢠30.09.2025
⢠25.03.2026
The Composition of the Stakeholders relationship Committee as on 31/03/2026 is as under:
|
Sr. No. |
Name of Director |
Designation |
No. of meetings held year |
No. of meetings |
|
1 |
Mr. Rushiraj Zaverbhai |
Chairman |
2 |
2 |
|
2 |
Mrs. Shaista Afreen |
Member |
2 |
1 |
|
3 |
Mr. Hardik Sureshbhai |
Member |
2 |
2 |
D. INTERNAL COMPLAINTS COMMITTEE
The Scope of Internal Complaints Committee will be Redressal of complaints filed with fairness and
without bias, Within the time period of 90 days and undertaking Awareness workshops/activities to
educate all employees of the Company about Sexual harassment at workplace, its effects and laws
against it, Filing a complaint with the ICC.
The Internal Complaints Committee is duly constituted in accordance with applicable regulations.
During the Financial Year ended on 31st March 2026, the Internal Complaints Committee convened
Two (2) Meeting which was held via Video Conference on the following dates:
⢠30.12.2025
⢠30.03.2026
The Composition of the Internal Complaints Committee as on 31/03/2026 is as under:
|
Sr. No. |
Name of Director |
Designation |
|
1 |
Nivansi Chauhan |
Chairman |
|
2 |
Kambodi Vipulbhai Arvindbhai |
Member |
|
3 |
Prafulkumar Karsanbhai Vaghasiya |
Member |
|
4 |
Hina Patel |
Member |
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.
The Mr. Rakesh M Ruparelia, Designated Partner of M/s Karma & Co. LLP, Chartered Accountant
(Registration No. 127544W/W100376) was appointed as Internal Auditor for the Financial Year 2025-26
as per the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013.
The Company has in place proper and adequate internal control systems commensurate with the
nature of its business, size and complexity of its business operations. Internal control systems
comprising of policies and procedures are designed to ensure reliability of financial reporting,
compliance with policies, procedures, applicable laws and regulations and that all assets and resources
are acquired economically used efficiently and adequately protected.
The Audit Committee evaluates the efficiency and adequacy of financial control system in the
Company, its compliance with operating systems, accounting procedures, and strives to maintain the
standards in Internal Financial Control.
STATUTORY AUDITORS AND AUDITORâS REPORT
M/s. Sheladiya & Jyani, Chartered Accountants, (Firm Registration No. 134430W), were appointed as
Statutory Auditors for a period of 5 years, commencing from the conclusion of the First Annual General
Meeting held on 16Th August 2024 till the conclusion of the 6th Annual General Meeting of the
Company to be held in the year 2029.
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not
call for any further comments.
The Report of the Statutory Auditors for the year ended 31st March, 2026 forming part of the Annual
Report does not contain any qualification, reservation, observation, adverse remark or disclaimer. The
Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in
the year under review.
SECRETARIAL AUDITOR AND THEIR REPORT
Mr. Gourav Saraf, Practicing Company Secretary, the âSecretarial Auditorsâ of the Company, to conduct
the Secretarial Audit for the Financial Year 2025-26, pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, Regulation 24A and Regulation 30
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and on the
recommendation of the Audit Committee, Mr. Gourav Saraf, Practicing Company Secretary were
appointed as Secretarial Auditors for a period of 5 years, commencing from the conclusion of the
Second Annual General Meeting held on 30Th September 2025 till the conclusion of the 7th Annual
General Meeting of the Company to be held in the year 2030.
The Secretarial Audit Report submitted by Mr. Gourav Saraf, the Secretarial Auditors, for the Financial
Year 2025-26 is annexed as âAnnexure-Aâ to this Boardâs Report. The Secretarial Audit Report for the
financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark
or disclaimer except the observations provided therein, if any.
EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE
REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORSâ
REPORT AND THE SECRETARIAL AUDIT REPORT.
The Statutory Auditorsâ Report and the Secretarial Auditorsâ Report to the members, for the year ended
March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer which
require explanations or comments by the Board.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditors has reported
to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officer or employees, the details of which would need to be
mentioned in the Boardâs report.
DISCLOSURE OF ACCOUNTING TREATMENT
The financial statements have been prepared and presented under the historical cost basis except for
certain financial instruments which are measured at fair value or amortized cost and accrual basis of
accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting
Principles in India (âGAAPâ), statutory requirements prescribed under the Accounting Standards (âASâ)
specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting
Standards) Rules, 2021, in so far as they are applicable to the Company.
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are
not applicable to the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion
and Analysis is enclosed as an âAnnexure -Câ to this Report.
WHISTLE BLOWER MECHANISM/VIGIL MECHANISM
In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower
Policy to encourage directors and employees of the Company to bring to the attention of any of the
following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit
Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical
behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and
Senior Management (Code) that could adversely impact the Companyâs operations, business
performance or reputation.
To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and
ethical behaviour in all its operations, the company has formulated a Vigil Mechanism in addition to
the existing code of conduct that governs the actions of its employees. This Whistle blower policy
aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or
inappropriate events (behaviours or practices) that affect Companyâs interest / image.
The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on
a regular basis about all the complaints referred to her since the last report together with the results of
investigations, if any.
A copy of the Policy is available on the website of the Company and may be accessed through the web
link at https: / /idealtechnoplast.com/PDF/policies/Vigil-Mechanism-and-Whistle-Blower-Policv
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT
During the year under review the Company changed its Market Maker from M/s Sunflower Broking
Private Limited a SEBI registered Market Maker bearing Registration No. INZ000195131 to M/s GAINN
FINTECH PRIVATE LIMITED bearing SEBI Registration No.: INZ000305534 with effect from 9th Day of
Jue 2026. There is no material changes and commitments, if any, affecting the financial position of the
Company occurred between the end of the financial year to which these financial statements relate and
the date of this Report, except the proposed increase in the authorised share capital of the Company,
subject to approval of the members at the ensuing Annual General Meeting, and the proposed bonus
issue of equity shares. The proposed increase in authorised share capital and the bonus issue is
expected to alter the Companyâs capital structure and paid-up share capital, respectively, upon approval
and implementation.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND THE COMPANYâS OPERATIONS IN FUTURE
There is no significant material orders passed by the Regulators/ Courts which would impact the going
concern status of the Company and its future operations.
The Companyâs equity shares are traded in dematerialized form on NSE. As of March 31, 2026,100% of
the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned
the International Securities Identification Number (ISIN) 1NE0T9101011 under the Depository System.
Equity shares of your Company got listed on the National Stock Exchange of India (âNSEâ) SME
Platform on August 28th, 2024. The trading symbol of the Company is âIDEALTECHOâ. Listing fees and
the custodian charges to depositories, for the FY 2025-26 have been paid to NSE, NSDL and CDSL
respectively.
REGISTRAR AND TRANSFER AGENT (RTA):
The Company has appointed Bigshare Services Pvt Ltd, as Registrar and Transfer Agent.
COMPANYâS POLICY ON PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE.
As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womenâs
harassment at work and covered all employees so they could directly make complaints to the
management or Board of Directors if such situation arises. The Management and Board of Directors
together confirm a total number of complaints received and resolved during the year is as follows:
a. No. of Complaints received: Nil
b. No. of Complaints disposed: Nil
Company has a zero tolerance towards sexual harassment at the workplace. The Company 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 the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints
Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The details of Loans, Guarantees, Securities and Investments, if any, made during the financial year
ended 31st March, 2026, are given in the notes to the Financial Statements in compliance with the
provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its
Powers) Rules, 2014.
In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company
has formulated a Policy on Related Party Transactions which is available on Companyâs website and
can be accessed at https://idealtechnoplast.com/PDF/policies/Related-Party-Transactions-Policy. The
Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all
transactions between the Company and related parties.
All contracts, arrangements and transactions entered by the Company with related parties during FY
2025 (including any material modification thereof), were in the ordinary course of business and on an
armâs length basis and were carried out with prior approval of the Audit Committee. Prior omnibus
approval of Audit Committee was obtained for Related Party Transactions on a yearly basis for
transactions which were planned and/or repetitive in nature and or entered in the Ordinary Course of
Business and are at Armâs Length.
None of the contracts, arrangements and transactions with related parties, required approval of the
Board/ Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations
Nor any transactions fall under the scope of Section 188(1) of the Act."
In accordance with the requirements of Section 134(3) (h) of the Companies Act, 2013, read with Rule
8(2) of the Companies (Accounts) Rules, 2014, the Company had no reportable transactions with
related parties during the financial year 2026. Accordingly, the disclosures in Form AOC-2 (Annexure
attached) are reported as ''Nil''.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
In terms of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign
exchange earnings, and outgo, are provided below:
Considering the nature of business activities of the Company, the company has installed a solar rooftop
system with a capacity of 583 kWh. This has led to savings in electricity consumption, reducing our
grid dependence and energy costs. Additionally, the project contributes significantly to environmental
sustainability by decreasing greenhouse gas emissions, supporting our commitment to green and
responsible operations. The solar rooftop project exemplifies our strategic investment in clean
technology and sustainable growth, providing both financial returns through energy savings and
positive ecological impact. We continue to explore and implement similar energy conservation
measures to foster long-term environmental and economic benefits for the company and stakeholders.
Foreign exchange earnings and outgo:
(Amount in Lakhs)
|
Foreign exchange earnings and outgo |
2025-2026 |
2024-2025 |
|
(i) Foreign exchange earnings (actual |
Nil |
Nil |
|
(ii) Foreign exchange outgo (actual |
Nil |
Nil |
DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURE
COMPANIES
The Company does not have any Subsidiary, Associate and Joint Venture Companies.
In compliance with Section 134(3) (n) of the Companies Act, 2013 and Regulation 21 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has formulated and put into effect a Risk Management Policy. The Board oversees the
development and implementation of a comprehensive risk management framework. This includes
ensuring the establishment of appropriate methodologies, processes, and systems to monitor and
evaluate risks associated with the Companyâs operations. The Audit Committee provides additional
oversight specifically related to financial risks and controls, reviews the status of key risks and steps
taken by the Company to mitigate such risks at regular intervals.
Significant risks identified by various business units and functions are systematically addressed
through ongoing mitigation measures. Your Company has formulated a Policy on Risk Management
which is available on Companyâs website and can be accessed at
https://idealtechnoplast.com/PDF/policies/Risk-Management-Policy. Currently, the Company has not
identified any risks that pose a threat to its existence. Furthermore, all Company assets and potential
risks are adequately insured.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the
Institute of Company Secretaries of India with respect to Board Meetings and General Meetings
respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge
and belief and according to the information and explanations obtained/ received from the operating
management, your Directors make the following statement and confirm that:
A. in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
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 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 devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;
F. proper internal financial controls were followed by the Company and such internal financial
controls are adequate and were operating effectively.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The remuneration paid to the Directors and Key Managerial Personnel of the Company during the
Financial Year 2025-26 was in accordance with the Nomination and Remuneration Policy of the
Company Disclosures with respect to the remuneration of Directors and employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is available on Companyâs website and can be
accessed at https: //idealtechnoplast.com/PDF/policies/Nomination-and-Remuneration-Policy.
CAUTIONARY STATEMENT
Statements in the Directorsâ Report and the Management Discussion & Analysis Report describing the
Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of
applicable securities laws and regulations. Actual results may differ materially from those expressed in
the statement. Important factors that could influence the Companyâs operations include global and
domestic demand and supply conditions affecting selling prices of finished goods, input availability
and prices, changes in government regulations, tax laws, economic developments within the country
and other factors such as litigation and industrial relations.
APPRECIATIONS AND ACKNOWLEDGEMENTS
Your directors place on records their sincere appreciation for the significant contribution made by our
employees through their dedication, hard work and commitment.
The Board places on record its appreciation for the support and co-operation your Company has been
receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others
associated with the Company as its trading partners. Your Company looks upon them as partners in its
progress. It will be the Companyâs endeavour to build and nurture strong links with the trade based on
mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.
The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers,
Government and Regulatory Authorities and Stock Exchanges, for their continued support and for the
confidence they have reposed in the Company and its management.
For and on behalf of the Board of Directors
For Ideal Technoplast Industries Limited
Sd/- Sd/-
Prafulkumar Karsanbhai Vaghasiya Vipulbhai Dulabhai Mendapara
DIN:10402567 DIN:10402565
Chairman/Director Managing Director
Sd/-
Gauravbhai Chhaganbhai Gopani
DIN: 10402566/PAN: AJWPG8080F
Director/ Chief Financial Officer
Place: Surat
Date:06/08/2026
Your directors are pleased to present the 02nd Annual Report on the business and operations of the Company along with the audited financial statements, for the financial year ended 31st March, 2025.
FINANCIAL RESULTS:
The financial highlights of the current year in comparison to the previous year are as under.
(Amount in Lakhs)
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from Operations |
2847.95 |
2663.82 |
|
Other Income |
36.39 |
1.10 |
|
Total Income |
2884.34 |
2664.92 |
|
Profit/(Loss) before Depreciation, Finance cost, Exceptional Items and Interest/Tax |
533.32 |
427.06 |
|
Less: Finance Costs |
74.78 |
46.67 |
|
Less: Depreciation and Amortization Expense |
73.60 |
50.67 |
|
Profit/(Loss) before Tax after exceptional and extra-ordinary items |
384.94 |
329.72 |
|
exceptional and extra-ordinary items |
- |
- |
|
Profit/(Loss) before Tax after exceptional and extra-ordinary items |
384.94 |
329.72 |
|
Less: Tax Expense: |
||
|
[a] Current Tax Exepense |
82.16 |
82.98 |
|
[b]Deferred Tax |
14.73 |
11.66 |
|
Profit/(Loss) After Tax |
288.06 |
235.08 |
|
Earnings per share |
6.47 |
14.73 |
STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY:
During the financial year 2023-24, the Company was converted from a Partnership firm to a Public Limited Company, pursuant to a resolution passed by the partners in its meeting held on October 05, 2023.
Further, the Company has total revenue of Rs. 2884.34 Lacs as compared to the previous year which was Rs. 2664.92 Lacs. Further during the year, the Company has earned net profit of Rs. 288.06 Lacs as compared to net profit of Rs. 235.08 Lacs in the previous year.
LISTING:
Pursuant to the resolutions duly passed by the Members of the Company at the Extra-ordinary General Meeting convened on the 09th day of March 2024, the Company resolved to approach the capital markets with an Initial Public Offering (IPO) of 13,25,000 (Thirteen Lakh Twenty Five Thousand) equity shares, each having a face value of Rs. 10/- (Rupees Ten Only including a premium of Rs. 111/- per equity share). This offering was conducted through the Book Building Process, in accordance with the provisions of applicable laws, with the intent to offer said shares to the public.
The issue was made available for public subscription from the Wednesday, August 21st, 2024 and closed on August 23rd, 2024 and the allotment of these equity shares was subsequently finalized on the 26th day of August 2024, in consultation with the Designated Stock Exchange, namely the National Stock Exchange of India Limited (NSE), as per the regulatory framework governing such issuances.
Following the submission of the Companyâs application, the National Stock Exchange of India Limited (NSE), after due consideration, granted its final approval for the listing and commencement of trading on the NSE Emerge platform with effect from the 28th day of August 2024.
DIVIDEND:
The Board of Directors does not recommended dividend for the financial year ended on 31st March, 2025.
CHANGES IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
SHARE CAPITAL
In the beginning of the financial year 2023-2024 the company had the Authorised Share Capital of Rs. 1,39,64,380 /- (Rupees One Crore Thirty-Nine Lakhs Sixty-Four Thousand Three Hundred and Eighty only) consist of 13,96,438 /- (Thirteen Lakh Ninety-Six Thousand Four Hundred and Thirty-Eight only) equity shares of Rs 10/- each and paid-up share capital of Rs. 13,96,4380/- (Rupees One Crore Thirty-Nine Lacs Sixty-Four Thousand Three Hundred and Eighty only) consist of 13,96,438 /- (Thirteen Lakh Ninety-Six Thousand Four Hundred and Thirty-Eight only) equity shares of Rs. 10/- each.
Changes during the year are as follows:
⢠On March 2nd , 2024, the company has come up with the Initial Public Offering (IPO) of 13,25,000 (Thirteen Lakh Twenty-Five Thousand) Equity shares of the face value of Rs. 10/- (Rupees Ten Only) each. Further, the Initial Public Offer ("IPO") of the company opened for subscription on Wednesday, August 21st, 2024 and closed on August 23rd, 2024 for all the bidders for upto 13,25,000 Equity Shares of the face value of Rs. 10 each ("Equity Shares") bearing distinctive numbers from 3675001 to 50,00,000 (both inclusive in dematerialized mode) at a price of Rs. 121/- per equity share (including a premium of Rs. 111/- per equity share) allotted to the respective applicants in the various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. National Stock exchange of India Limited
As of March 31,2025, the Authorised Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. The Paid-up Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each.
RESERVES
As permitted under the Act, the Board has decided to retain the entire amount of profit for FY2025.
DEPOSITS
The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31,2025.
The details of amount accepted and received from the directors of the company have been disclosed in the financial statements. CORPORATE GOVERNANCE
Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.
The Company being the SME listed on the Emerge Platform of NSE, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on Corporate Governance is not applicable in the Annual Report.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31st March, 2024, is available on the Companyâs website and that can be accessed at https://idealtechnoplast.com/
By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
At present, Board of Directors of the Company comprises of 6 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of one Managing Director, one CFO/Director, one Executive Director and Three Independent Non-Executive Directors which includes one women Independent Non-Executive Director.
The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors.
The Board of Directors of company comprised of the following Directors, as on 31st March 2025:
|
S no. |
Name of Director |
DIN |
Designation |
|
1 |
Prafulkumar Karsanbhai Vaghasiya |
10402567 |
Chairman & Executive Director |
|
2 |
Vipulbhai Dulabhai Mendapara |
10402565 |
Managing Director |
|
3 |
Gauravbhai Chhaganbhai Gopani |
10402566 |
CFO & Director |
|
4 |
Hardik Sureshbhai Kambodi |
10496271 |
Independent Director |
|
5 |
Shaista Afreen |
10118954 |
Independent Director |
|
6 |
Rushiraj Zaverbhai Patel |
08017580 |
Independent Director |
[A] APPOINTMENT AND REAPPOINTMENT:
During the year under Review, there was no appointment/reappointment or change in directors of the company. Also there is no cessation of Directors from the Board.
[B] RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Gauravbhai Chhaganbhai Gopani (DIN 10402566), retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. A resolution seeking the re-appointment of Mr. Gauravbhai Chhaganbhai Gopani (DIN 10402566), forms part of the Notice.
The profile along with other details of Mr. Gauravbhai Chhaganbhai Gopani are provided in the annexure to the Notice.
[C] CHANGE IN KEY MANAGERIAL PERSONNEL:
During the Year under review there is no change in the Key Managerial Personnel of the company:
Key Managerial Personnel as on 31st March 2025:
|
S no. |
Name of Key Managerial Personnel |
Designation |
|
1. |
Mr. Vipulbhai Dulabhai Mendapara |
Managing Director |
|
2. |
Mr. Gauravbhai Chhaganbhai Gopani |
Chief Financial Officer |
|
3. |
Ms. Neha Shaw |
Company Secretary |
GENERAL MEETINGS
During the year, the company held its 1st Annual general Meeting (AGM) on August 16th, 2024 at 10:00 A.M. at the registered office of the company.
INDEPENDENT DIRECTOR
A) DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:
During the year, the Company has received the necessary declaration from the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 25 read with regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Sched-ule-IV of the Companies Act, 2013. These declarations have been placed before and noted by the Board. In the opinion of the Board, the company''s Independent Directors possess the integrity, requisite experience, and expertise relevant to the industry in which the company operates. Further, all the Company''s Independent Directors have registered with the Independent Director''s Databank of the Indian Institute of Corporate Affairs. -
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, finance, governance, human resources, sustainability, etc. and that they hold highest standards of integrity.
All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations), the Company has put in place a Familiarization Program for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The detail of such program is available on the website of the company at https://idealtechnoplast.com/Policies.aspx
C) TERMS AND CONDITIONS OF APPOINTMENT:
The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with âGuidelines for Professional Conductâ pursuant to Schedule IV to the Act. The details of such terms are available on the website of the company https://idealtechnoplast.com/and may be accessed through the web link https://idealtechno-plast.com/Policies.aspx
D) BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.
The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.
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 evaluated, taking into account the views of the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.
CEO/CFO CERTIFICATION
Mr. Prafulkumar Karsanbhai Vaghasiya, Chairman & Director, Mr. Vipulbhai Dulabhai Mendapara, Managing Director and Mr. Gauravbhai Chhaganbhai Gopani, Chief Financial Officer/Director of the Company have given a certificate to the Board as contemplated in Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
COMMITTEES OF THE BOARD
Pursuant to the provisions Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
A) AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the provisions of Section 177 along with Rule 6 of the Companies (Meeting and Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the SEBI (Listing and Obligations and Disclosure Requirements) Regulations 2015.
The Board of the company constituted the Audit Committee (which includes terms of reference) on March 02nd, 2024.
The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them. The Committee further reviews the processes and controls including compliance with laws, Code of Conduct and Insider Trading Code, Whistle Blower Policies and related cases thereto. The Committee also reviews matters under the Prevention of Sexual Harassment at Workplace Policy. Ms. Neha Shaw, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. She has attended the Meeting of the Audit Committee held during the Financial Year 2023-24.
The Audit Committee is duly constituted in accordance with the applicable regulation. During the Financial Year ended 31st March 2025, the audit committee convened 5 (Five) which were held on the following dates:
⢠29th July 2024,
⢠30th September 2024,
⢠30th October 2024
⢠17th December 2024
⢠18th March 2025.
B) NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 along with Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.
The Board of Directors of the Company constituted the Nomination and Remuneration Committee (which includes terms of reference as provided under the Act) on March 02nd , 2024..
The purpose of the Nomination and Remuneration Committee ("NRC") is to oversee the Companyâs nomination process including succession planning for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically reviews the succession planning process of the Company and is satisfied that the Company has adequate process for orderly succession of Board Members and Members of the Senior Management.
The NRC also assists the Board in discharging its responsibilities relating to compensation of the Companyâs Executive Directors and Senior Management. The NRC has formulated Remuneration Policy for Directors, KMPs and all other employees of the Company.
The Nomination and Remuneration Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended March 31,2025, the Nomination and Remuneration Committee convened one (1) meeting, which were held on 18th March 2025 via Video Conference.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors.
The Stakeholders'' Relationship Committee considers and resolves the grievances of our shareholders, debenture holders and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests, issue of new/duplicate certificates, general meetings and such other grievances as may be raised by the security holders of the Company, from time to time.
The SRC also reviews:
a) The measures taken for effective exercise of voting rights by the shareholders;
b) The service standards adopted by the Company in respect of the services rendered by our Registrar & Transfer Agent;
c) The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend/annual report/notices and other information by shareholders.
The Stakeholdersâ Relationship Committee is duly constituted in accordance with applicable regulatFinancial Year ended on 31st March 2025, the Stakeholders'' Relationship Committee convened Three (3) Meeting which was held via Video Conference on the following dates:.
⢠30.09.2024
⢠16.01.2025
⢠25.03.2025
D) INTERNAL COMPLAINTS COMMITTEE
The Scope of Internal Complaints Committee will be Redressal of complaints filed with fairness and without bias. Within the time period of 90 days and undertaking Awareness workshops/activities to educate all employees of the Company about Sexual harassment at workplace, its effects and laws against it. Filing a complaint with the ICC.
The Internal Complaints Committee is duly constituted in accordance with applicable regulations. During the Financial Year ended on 31st March 2025, the Internal Complaints Committee convened Two (2) Meeting which was held via Video Conference on the following dates:
⢠30.12.2024
⢠25.03.2025
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.
The Mr. Rakesh M Ruparelia, Designated Partner of M/s Karma & Co. LLP, Chartered Accountant (Registration No. 127544W/W100376) was appointed as Internal Auditor for the Financial Year 2024-25 as per the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013.
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.
The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.
STATUTORY AUDITORS AND AUDITOR''S REPORT
M/s. Sheladiya & Jyani, Chartered Accountants, (Firm Registration No. 134430W), were appointed as Statutory Auditors for a period of 5 years, commencing from the conclusion of the First Annual General Meeting held on 16th August 2024 till the conclusion of the 6th Annual General Meeting of the Company to be held in the year 2029.
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.
The Report of the Statutory Auditors for the year ended 31st March, 2025 forming part of the Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
SECRETARIAL AUDITOR AND THEIR REPORT
The Board of Directors of the Company had appointed Mr. Gourav Saraf, Practicing Company Secretary, as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2024-25, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, Regulation 24A and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and on the recommendation of the Audit Committee, subject to the approval of the members in the ensuing Annual General Meeting, appointment of Mr. Gourav Saraf, Practising Company Secretaries (a Peer Reviewed Firm, peer review Number: 5758/2024 as Secretarial Auditors of the Company for a consecutive period of five years commencing from FY 2025 to FY 2030, at remuneration as may be mutually agreed between the Secretarial Auditor and Board of Directors.
The Secretarial Audit Report submitted by Mr. Gourav Saraf, the Secretarial Auditors, for the Financial Year 2024-25 is annexed as "Annex-ure-A" to this Boardâs Report.
The profile along with other details of Mr. Gourav Saraf are provided in the annexure to the Notice.
EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS'' REPORT AND THE SECRETARIAL AUDIT REPORT.
The Statutory Auditorsâ Report and the Secretarial Auditorsâ Report to the members, for the year ended March 31,2025, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Boardâs report.
DISCLOSURE OF ACCOUNTING TREATMENT
The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting Principles in India (âGAAPâ), statutory requirements prescribed under the Accounting Standards (âASâ) specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the company. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an "Annexure -B" to the this Report.
WHISTLE BLOWER MECHANISM/ VIGIL MECHANISM
In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companyâs operations, business performance or reputation.
To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism in addition to the existing code of conduct that governs the actions of its employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviours or practices) that affect Companyâs interest / image.
The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to her since the last report together with the results of investigations, if any.
A copy of the Policy is available on the website of the Company and may be accessed through the web link at https://idealtechno-plast.com/Policies.aspx
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments, affecting the financial position of the Company which occurred during the period between the end of the financial year to which the financial statements relate and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE.
There is no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.
DEMATERIALISATION OF SHARES
The Companyâs equity shares are traded in dematerialized form on NSE. As of March 31,2025, 100% of the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned the International Securities Identification Number (ISIN) lNE0T9l01011 under the Depository System.
LISTING OF EQUITY SHARES:
During the year under review, Equity shares of your Company got listed on the National Stock Exchange of India (âNSEâ) SME Platform on August 28th, 2024. The trading symbol of the Company is âIDEALTECHOâ. Listing fees and the custodian charges to depositories, for the FY 2024-25 have been paid to NSE, NSDL and CDSL respectively.
REGISTRAR AND TRANSFER AGENT (RTA)
The Company has appointed Bigshare Services Pvt Ltd, as Registrar and Transfer Agent.
COMPANY''S POLICY ON PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE.
As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womenâs harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:
a) No. of Complaints received: Nil
b) No. of Complaints disposed: Nil
Company has a zero tolerance towards sexual harassment at the workplace. The Company 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 the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans, Guarantees, Securities and Investments, if any, made during the financial year ended 31st March, 2025, are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companyâs website and can be accessed at www.idealtechnoplast.com/Policies.aspxThe Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
All contracts, arrangements and transactions entered by the Company with related parties during FY 2025 (including any material modification thereof), were in the ordinary course of business and on an armâs length basis and were carried out with prior approval of the Audit Committee. Prior omnibus approval of Audit Committee was obtained for Related Party Transactions on a yearly basis for transactions which were planned and/or repetitive in nature and or entered in the Ordinary Course of Business and are at Armâs Length
None of the contracts, arrangements and transactions with related parties, required approval of the Board/ Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations Nor any transactions fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2025 and hence the same is not provided.
The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2025 and hence the same is not provided.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings, and outgo, are provided below:
Considering the nature of business activities of the Company, the company proposes to install a solar rooftop system with a capacity of 214.55 kWp. This will lead to substantial savings in electricity consumption, reducing our grid dependence and energy costs. Additionally, the project contributes significantly to environmental sustainability by decreasing greenhouse gas emissions, supporting our commitment to green and responsible operations. The solar rooftop project exemplifies our strategic investment in clean technology and sustainable growth, providing both financial returns through energy savings and positive ecological impact. We continue to explore and implement similar energy conservation measures to foster long-term environmental and economic benefits for the company and stakeholders.
Foreign exchange earnings and outgo:
|
Foreign exchange earnings and outgo |
2024-2025 |
2023-2024 |
|
(i) Foreign exchange earnings (actualinflows) |
Nil |
Nil |
|
(ii)Foreign exchange outgo (actualoutflows) |
Nil |
Nil |
DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary, Associate and Joint Venture Companies.
RISK MANAGEMENT
Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on acontinuing basis. The Audit Committee reviews the status of key risks and steps taken by the Company to mitigate such risks at regular intervals.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explana tion relating to material departures;
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 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
f) Proper internal financial controls were followed by the company and such internal financial controls are adequate and were operating effectively.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on Companyâs website and can be accessed at www.idealtechno-plast.com/Policies.aspx.
CAUTIONARY STATEMENT
Statements in the Directorsâ Report and the Management Discussion & Analysis Report describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.
APPRECIATIONS AND ACKNOWLEDGEMENTS
Your directors place on records their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Companyâs endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.
The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
Your Directors are pleased to present the First Annual Report of the Company covering the
operating and financial performance together with the Audited Financial Statements and the
Auditors'' Report thereon for the Financial Year ended on March 31, 2024.
FINANCIAL RESULTS AND OPERATIONS REVIEW
The financial highlights of the Company during the period, after conversion from partnership
firm to Public limited company, from 23rd November 2023 upto the year ended on March 31,
2024 are as below:
|
Particulars |
(Amount in lakhs) |
|
Revenue from operations (Net) |
1150.57 |
|
Other income |
0.74 |
|
Total Revenue |
1151.31 |
|
Profit/loss before depreciation, Finance, Costs, Exceptional |
200.95 |
|
Less: Depreciation expense |
16.49 |
|
Profit/loss before Finance, Costs, Exceptional items and Tax |
184.46 |
|
Less: Finance costs |
20.62 |
|
Profit/Loss before Exceptional Items, Extraordinary Items and |
163.84 |
|
Less: Exceptional Items |
0 |
|
Profit/Loss before Extraordinary Items |
163.84 |
|
Less: Extraordinary Items |
0 |
|
Profit/ (Loss) before tax |
163.84 |
|
Less: Tax expense: |
|
|
(a) Current tax expense |
41.24 |
|
(b) Deferred tax |
(26.29) |
|
Profit / (Loss) for the year |
148.89 |
|
Earnings per share (face value Rs.10/-) Basic & Diluted |
9.33 |
(In Rupees)
* Since this is first year of the Company no such data available for previous year.
During the year under review on the basis of Financial Statement the Company''s total revenue
from operations during the financial year ended 31st March, 2024, for the period after
conversion from partnership firm to Public limited company, were Rs. 1150.57 (in lakhs) as
against the total expenses of Rs. 987.47 (in lakhs). The company has made Profit before
Exceptional Items, Extraordinary Items and Tax Expense of Rs. 163.84 (in lakhs). The Company
has made Net Profit of Rs. 148.89 (in lakhs).
The EPS of the Company for the said period is Rs. 9.33.
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant circumstances
and keeping in view the company''s dividend distribution policy, has decided it would be
prudent, not to recommend any Dividend for the year ended on 31st March, 2024.
TRANSFER TO RESERVES
During the year under review, Company has not transferred any amount to reserves.
SHARE CAPITAL
During the year under review the Company has made changes in the share capital as on 31st
March, 2024. The details of the same are mentioned below:
Authorised Share Capital:
During the under review, there is change in the Authorised Share Capital of the company.
The Company''s Authorized share capital has been increased from Rs. 1,39,64,380 (Rupees One
Crore Thirty Nine lakh Sixty Four Thousand Three Hundred Eighty) comprising of 13,96,438
(Thirteen Lakh Ninety Six Thousand Four Hundred Thirty Eight) equity shares of Rs.10/- each
to Rs. 5,00,00,000 (Rupees Five Crore) comprising of 50,00,000 (Fifty Lakh) equity shares of
Rs.10/- each vide Ordinary Resolution passed at their Shareholder Meeting dated 20th January,
2024.
Paid Up Share Capital:
During the under review, there is change in the Paid up Share Capital of the company.
The Company''s paid up share capital has been increased from Rs. 1,39,64,380 (Rupees One Crore
Thirty Nine Lakh Sixty Four Thousand Three Hundred Eighty) comprising of 13,96,438(Thirteen
Lakh Ninety Six Thousand Four Hundred Thirty Eight) equity shares of Rs.10/- each to Rs.
3,67,50,000 (Rupees Three Crore Sixty Seven Lakh Fifty Thousand) comprising of 36,75,000
(Thirty Six Lakh Seventy Five Thousand) equity shares of Rs.10/- each by allotting 22,78,562
Equity Shares by the way of Right issue vide Board Resolution passed at Board Meeting held on
29th February, 2024.
The change in paid-up share capital during the year was as under:
|
Particulars |
No. of Securities Allotted |
Cumulative Paid up |
|
Share Capital |
||
|
Capital during Incorporation of the |
- |
1,39,64,380 |
|
Allotment of 22,78,562 equity shares of |
22,78,562 |
2,27,85,620 |
|
Capital at the time of AGM |
- |
3,67,50,000 |
ALTERATION OF MEMORANDUM OF ASSOCIATION
The company has made the alteration in the Memorandum of Association of the company by
inserting sub clause 40 after existing sub-clauses 39 in Clause 3(b) vide Special Resolution passed
at the Extra-Ordinary General Meeting held on 12th January, 2024.
Further the company has made alteration in the capital clause of Memorandum of Association of
the company by increasing in the Authorized Share Capital of the Company from Rs. 1,39,64,380
(Rupees One Crore Thirty Nine lakh Sixty Four Thousand Three Hundred Eighty) comprising of
13,96,438 (Thirteen Lakh Ninety Six Thousand Four Hundred Thirty Eight) equity shares of
Rs.10/- each to Rs. 5,00,00,000 (Rupees Five Crore) comprising of 50,00,000 (Fifty Lakh) equity
shares of Rs.10/- each vide Ordinary Resolution passed at their Shareholder Meeting dated 20th
January, 2024.
ALTERATION OF ARTICLES OF ASSOCIATION
There has been no change in the Articles of Association of the Company.
STATE OF COMPANY AFFAIRS
The highlights of the company''s performance are as under (in lakhs):
⢠Revenue from operation during the year post conversion is Rs.1150.57/-.
⢠Net Profit during the year post conversion is Rs. 148.89/-.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
CHANGE IN THE BUSINESS ORGANISATION
Our Company was originally formed and registered as a partnership firm under the Partnership
Act, 1932 (Partnership Act) in the name and style of "M/ s. Ideal Technoplast Industries, pursuant
to a deed of partnership dated 24 th August, 2012. Thereafter "Ideal Technoplast Industries" was
converted from Partnership Firm to a Limited Company under Part I (Chapter XXI) of the
Companies Act, 2013 in the name of "Ideal Technoplast Industries Limited" and received a
certificate of incorporation dated 23rd November, 2023 issued by the Registrar of Companies,
Ahmedabad.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY AND CHANGE IN NATURE OF THE BUSINESS
There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this Directors'' Report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred
to the IEPF established by the Central Government, upon completion of seven (7) years.
Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in
respect of which dividend has not been paid or claimed by the Shareholders for seven (7)
consecutive years or more shall also be transferred to the demat account created by the IEPF
Authority.
Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which
is required to be transferred to the IEPF as on the date of this Report.
DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits from
the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made
thereunder.
SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
Appointment/ Re-Appointment
During the year under review, the company has appointed following new directors and Key
Managerial Persons on its Board.
The Company has appointed Mr. Rushiraj Zaverbhai Patel (DIN: 08017580), Mr. Shaista Afreen
(DIN: 10118954) and Mr. Hardik Sureshbhai Kambodi (DIN: 10496271) as an Additional
Independent Director (Non-Executive) and Ms. Neha Shaw as Company secretary as well as
Compliance officer with effect from 21st February, 2024.
Further the Company has appointed Mr. Vipulbhai Dulabhai Mendapara as Managing Director
of the Company and Mr. Prafulkumar Karsanbhai Vaghasiya as Chairman of the Company with
effect from 02nd March, 2024.
Mr. Gauravbhai Chhaganbhai Gopani has been appointed as Chief Financial Officer of the
Company with effect from 02nd March, 2024.
Further Mr. Rushiraj Zaverbhai Patel (DIN: 08017580), Mr. Shaista Afreen (DIN: 10118954) and
Mr. Hardik Sureshbhai Kambodi (DIN: 10496271) has been regularized as Independent Directors
vide Special Resolution passed at the Extra Ordinary General Meeting held on 09th March, 2024.
Retirement by Rotation
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Prafulkumar Karsanbhai
Vaghasiya (DIN: 10402567) is liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for reappointment.
Your Directors recommended his re-appointment on recommendation made by the Nomination
and Remuneration Committee.
Cessation
During the year under review, there is no cessation of director from the Board.
Independent Directors
Mr. Rushiraj Zaverbhai Patel (DIN: 08017580) holds office as a Non-Executive and Independent
Director of the Company with effect from 21st February, 2024 for the period of 5 years who is not
liable for retirement by rotation.
Ms. Shaista Afreen (DIN: 10118954), holds office as a Non-Executive and Independent Director
of the Company with effect from 21st February, 2024 for the period of 5 years who is not liable for
retirement by rotation.
Mr. Hardik Sureshbhai Kambodi (DIN: 10496271) holds office as a Non-Executive and
Independent Director of the Company with effect from 21st February, 2024 for the period of 5
years who is not liable for retirement by rotation.
Key Managerial Personnel:
Mr. Vipulbhai Dulabhai Mendapara - Managing Director
Mr. Gauravbhai Chhaganbhai Gopani - Chief Financial Officer
Ms. Neha Shaw - Company Secretary & Compliance Officer
DECLARATIONS OF INDEPENDENT DIRECTORS
The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013
from each of its Non-Executive and Independent Directors to the effect that they meet the criteria
of independence as provided in Section 149(6) of the Companies Act, 2013. These declarations
have been placed before and noted by the Board.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge
and ability, confirm that:
(a) In the preparation of the annual accounts for the financial year ended on March 31, 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;
(b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of
the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR
MEETINGS
The Board of Directors along with its Committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.
BOARD OF DIRECTORS:
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected.
The Board of ITIL comprises of Executive (Whole-Time) and Non-Executive Directors.
Independent Directors are eminent persons with proven record in diverse areas like business,
accounting, marketing, technology, finance, economics, administration, etc. The composition of
Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets,
track record, integrity, expertise and diversity. The Board of Directors, as on March 31, 2024,
comprised of 6 Directors, out of which 1 was Executive Director ("ED") (MD), 2 were Executive
Directors ("EDs") and 3 were Non-Executive Directors ("NEDs") Independent Directors ("IDs").
Detailed profile of our Directors is available on our website at https:// idealtechnoplast.com/.
Composition of Board:
|
Sr. No. |
|||
|
Name of Director |
Category |
Designation |
|
|
1. |
Mr. Prafulkumar Karsanbhai |
Executive Director |
Chairman |
|
2. |
Mr. Vipulbhai Dulabhai |
Executive Director |
Managing Director |
|
3. |
Mr. Gauravbhai Chhaganbhai |
Executive Director |
Executive Director & CFO |
|
4. |
Mr. Rushiraj Zaverbhai Patel |
Independent Director |
Non-Executive Director |
|
5. |
Mrs. Shaista Afreen |
Independent Director |
Non-Executive Director |
|
6. |
Mr. Hardik Sureshbhai Kambodi |
Independent Director |
Non-Executive Director |
Board Meetings:
The Board of Directors duly met 11 times at regular intervals during the mentioned financial year
and in respect of which meetings proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose. The intervening gap
between the two meetings was within the period prescribed under the Companies Act, 2013. The
dates on which meetings were held are as follows:
|
Date of |
Name of the Directors |
|||||
|
Vipulbhai Dulabhai Mendapara |
Prafulkumar Karsanbhai Vaghasiya |
Gauravbhai Chhaganbhai Gopani |
Rushiraj Zaverbhai Patel |
Shaista Afreen |
Hardik Sureshbhai Kambodi |
|
|
29/11/2023 |
Yes |
Yes |
Yes |
NA |
NA |
NA |
|
01/12/2023 |
Yes |
Yes |
Yes |
NA |
NA |
NA |
|
04/12/2023 |
Yes |
Yes |
Yes |
NA |
NA |
NA |
|
18/12/2023 |
Yes |
Yes |
Yes |
NA |
NA |
NA |
|
12/01/2024 |
Yes |
Yes |
Yes |
NA |
NA |
NA |
|
16/01/2024 |
Yes |
Yes |
Yes |
NA |
NA |
NA |
|
21/01/2024 |
Yes |
Yes |
Yes |
NA |
NA |
NA |
|
21/02/2024 |
Yes |
Yes |
Yes |
NA |
NA |
NA |
|
29/02/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
|
02/03/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
|
21/03/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
|
No of Board |
11/11 |
11/11 |
11/11 |
3/3 |
3/3 |
3/3 |
** During the year under review 3 (Three) Extra Ordinary General Meeting were held on 12th
January, 2024, 20th January, 2024 and 09th March, 2024.
AUDIT COMMITTEE:
The Audit Committee has been constituted with effect from 02nd March, 2024 by the Board in
compliance with the requirements of Section 177 of the Companies Act, 2013. The board of
directors has entrusted the Audit Committee with the responsibility to supervise these processes
and ensure accurate and timely disclosures that maintain the transparency, integrity and quality
of financial control and reporting.
The Company Secretary acts as the Secretary to the Committee. The internal auditor reports
functionally to the Audit Committee. The Chief Financial Officer of the Company also attends
the meetings as invitee.
Composition of Audit Committee:
|
Sr. No. |
|||
|
Name of Director |
Designation |
Nature of Directorship |
|
|
1. |
Mr. Hardik Sureshbhai |
Chairman |
Non-Executive Independent Director |
|
2. |
Ms. Shaista Afreen |
Member |
Non-Executive Independent Director |
|
3. |
Mr. Rushiraj Zaverbhai Patel |
Member |
Non-Executive Independent Director |
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors.
The Nomination and Remuneration Committee has been constituted with effect from 02nd March,
2024 by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013.
The board of directors has entrusted the Nomination and Remuneration Committee with the
responsibility to formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the board of directors a policy relating to, the
remuneration of the directors, key managerial personnel .
Composition of Nomination and Remuneration Committee:
|
Sr. No. |
|||
|
Name of Director |
Designation |
Nature of Directorship |
|
|
1. |
Ms. Shaista Afreen |
Chairman |
Non-Executive Independent Director |
|
2. |
Mr. Hardik Sureshbhai |
Member |
Non-Executive Independent Director |
|
3. |
Mr. Rushiraj Zaverbhai Patel |
Member |
Non-Executive Independent Director |
STAKEHOLDER''S RELATIONSHIP COMMITTEE:
The Stakeholders'' Relationship Committee has been constituted with effect from 02nd March,
2024. by the Board in compliance with the requirements of Section 178(5) of the Companies Act,
2013.The Stakeholders'' Relationship Committee ("SRC") considers and resolves the grievances of
our shareholders, including complaints relating to non-receipt of annual report, transfer and
transmission of securities, non-receipt of dividends/interests and such other grievances as may
be raised by the security holders from time to time.
Composition of Stakeholders'' Relationship Committee:
|
Sr. No. |
|||
|
Name of Director |
Designation |
Nature of Directorship |
|
|
1. |
Mr. Rushiraj Zaverbhai Patel |
Chairman |
Non-Executive Independent Director |
|
2. |
Ms. Shaista Afreen |
Member |
Non-Executive Independent Director |
|
3. |
Mr. Hardik Sureshbhai |
Member |
Non-Executive Independent Director |
DETAILS OF FRAUD REPORTING BY AUDITOR
During the year under review, there were no frauds reported by the auditors to the Board under
section 143(12) of the Companies Act, 2013.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Company has formed Nomination and Remuneration Committee which has framed
Nomination and Remuneration Policy. The Committee reviews and recommend to the Board of
Directors about remuneration for Directors and Key Managerial Personnel and other employee
up to one level below of Key Managerial Personnel. The Company does not pay any
remuneration to the Non-Executive Directors of the Company other than sitting fee for attending
the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive
Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, re¬
appointment and remuneration of Directors, Key Managerial. All the appointment, re¬
appointment and remuneration of Directors and Key Managerial Personnel are as per the
Nomination and Remuneration Policy of the Company.
For Board of Directors and Senior Management Group, the Board of Directors of the Company
has laid down a code of conduct for all the Board Members and Senior Management Group of
the Company. The main object of the Code is to set a benchmark for the Company''s commitment
to values and ethical business conduct and practices. Its purpose is to conduct the business of the
Company in accordance with its value systems, fair and ethical practices, applicable laws, rules
and regulations. Further, the Code provides for the highest standard of professional integrity
while discharging the duties and to promote and demonstrate professionalism in the Company.
VIGIL MECHANISM
The Company is committed to principles of professional integrity and ethical behavior in the
conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against
victimisation of director(s) / employee(s) who avail of the mechanism and also provides for direct
access to the Chairperson of the Audit Committee. It is affirmed that no person has been denied
access to the Audit Committee. The Compliance officer and Audit Committee is mandated to
receive the complaints under this policy. The Board on a yearly basis is presented an update on
the whistleblower policy. The Policy ensures complete protection to the whistle-blower and
follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower
and all others who report any concern under this Policy. During the year under review, the
Company did not receive any complaint of any fraud, misfeasance etc. The Company''s Whistle
Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the
existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive
Information to enable them to report on leakages, if any, of such information.
BOARD EVALUATION
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act.
The Board sought the feedback of Directors on various parameters including:
⢠Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);
⢠Structure, composition, and role clarity of the Board and Committees;
⢠Extent of co-ordination and cohesiveness between the Board and its Committees;
⢠Effectiveness of the deliberations and process management;
⢠Board/ Committee culture and dynamics; and
⢠Quality of relationship between Board Members and the Management.
The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness
of the Board/Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.
The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between
the Board and the Management, and the openness of the Management in sharing strategic
information to enable Board Members to discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the Nomination
and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as
a whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working of the
Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
1. For Non-Executive & Independent Directors:
⢠Knowledge
⢠Professional Conduct
⢠Comply Secretarial Standard issued by ICSI Duties,
⢠Role and functions
2. For Executive Directors:
⢠Performance as leader
⢠Evaluating Business Opportunity and analysis of Risk Reward Scenarios
⢠Key set investment goal
⢠Professional conduct and integrity
⢠Sharing of information with Board.
⢠Adherence applicable government law
RISK MANAGEMENT POLICY
The Company is aware of the risks associated with the business. It regularly analyses and takes
corrective actions for managing/ mitigating the same.
The Company has framed a formal Risk Management Policy for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective
management control. The Audit Committee also reviews the adequacy of the risk management
framework of the Company, the key risks associated with the business and measure and steps in
place to minimize the same.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company provides equal opportunities and is committed to creating a healthy working
environment that enables our Minds to work with equality and without fear of discrimination,
prejudice, gender bias or any form of harassment at workplace. Your Company has in place a
Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
which is also available on our website (www.idealtechnoplast.in ).
Further, your company has setup an Internal Complaint Committee ("ICC") at the corporate
office. ICC has equal representation of men and women and is chaired by senior woman of the
Company.
The composition of internal complaint committee is as follows:
|
Sr |
Name of the Member |
Designation |
|
No |
||
|
1. |
Ms. Mitulaben Vipulbhai |
Associate |
|
2. |
Ms. Vaishnavi Prafulbhai |
Associate |
|
3. |
Mr. Prafulkumar |
Director & Chairman |
STATUTORY AUDITORS:
M/s. Sheladiya & Jyani, Chartered Accountants, FRN No. (134430W) was appointed as first
Auditor of the Company in the first board meeting of the company to hold the office of the
Statutory Auditors of the Company from the conclusion of first Board Meeting until the
conclusion of the ensuing Annual General Meeting and to conduct the Statutory Audit for the
period ended March 31, 2024 on such remuneration as may be fixed by the Board of Directors of
the Company in consultation with the Auditors.
In the ensuing AGM, M/s. Sheladiya & Jyani, Chartered Accountants, Firm Registration Number
(134430W) will be appointed as Statutory Auditor of the company for a term of five years starting
from the conclusion of this Annual General Meeting held until the conclusion of 6th consecutive
Annual General Meeting of the Shareholders of the Company.
The Company has received a certificate from them to the effect that their appointment, if made,
would be within the limits prescribed under Section 141(3) of the Companies Act, 2013.
The report of the Statutory Auditor does not contain any qualification, reservation, adverse
remark or disclaimer. The observations made in the Auditor''s Report are self-explanatory and
therefore do not call for any further comments.
DIRECTORS'' RESPONSE ON AUDITORS'' QUALIFICATIONS, RESERVATIONS
OR ADVERSE REMARKS OR DISCLAIMER MADE
There is a no qualification or Disclaimer of Opinion in the Auditor''s Report on the Financial
Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.
SECRETARIAL STANDARDS
The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect
from October 1, 2017. The Company has devised proper systems to ensure compliance with
Secretarial standards and its provisions and is in compliance with the same.
ANNUAL RETURN
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, The annual return in Form
No.MGT-7 for the financial year 2023-24 will be available on the website of the Company
(www.idealtechnoplast.in ). The due date for filing annual return for the financial year 2023-24 is
within a period of sixty days from the date of annual general meeting. Accordingly, the Company
shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of
the same shall be made available on the website of the Company (www.idealtechnoplast.in ) as
is required in terms of Section 92(3) of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT, SECURITY UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of investment made and advanced given as loans by the Company, during the year
under review are as mentioned in the Notes 8 and Note 13 respectively forming part of the
Financial Statements. The Company has not provided Guarantee and security under Section 186
of the Companies Act, 2013 during the year under review.
LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR
The balances of monies accepted by the Company from Directors/ relatives of Directors at the at
the close of year were NIL.
The Funds has been given out of Directors owned Funds and is not being given out of funds
acquired by borrowing from others.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
All Related Party Transactions that were entered during the financial year ended on 31st March,
2024 were on an arm''s length basis and in the ordinary course of business and is in compliance
with the applicable provisions of the Act. There were no Related Party Transactions made by the
Company during the year that required shareholders'' approval.
The Company has entered into related party transactions which fall under the scope of Section
188(1) of the Act. Accordingly, the disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure I of this Director Report for
the F.Y 2023-24.
Details of other related party transactions have been included in Note 21 to the financial
statements. The Policy on the Related Party Transactions is available on the Company''s website
at www.idealtechnoplast.in
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has laid down the set of standards, processes and structure which enables to
implement internal financial control across the Organization and ensure that the same are
adequate and operating effectively. To maintain the objectivity and independence of Internal
Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system
in the Company, its compliance with the operating systems, accounting procedures and policies
of the Company. Based on the report of Internal Auditor, the process owners undertake the
corrective action in their respective areas and thereby strengthen the Control. Significant audit
observation and corrective actions thereon are presented to the Audit Committee of the Board.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO
As required by the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8
of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy,
Technology Absorption, Foreign exchange earnings is attached with Annexure-II.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
COURTS/ REGULATORS
During the year under review, there were no significant and/or material orders passed by any
Court or Regulator or Tribunal, which may impact the going concern status or the Company''s
operations in future.
CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as
required under Section 135 of the Companies Act, 2013, hence Company has not taken any
initiative on Corporate Social Responsibility.
DEMATERIALISATION OF EQUITY SHARES
The Demat activation number allotted to the Company is BIN: INE0T9I01011.Accordingly the
shares of the company are under compulsory demat form.
INDUSTRIAL RELATIONS
The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.
LISTING WITH STOCK EXCHANGE
The company is in process of listing its securities on the Emerge platform of National Stock
exchange of India Limited and has applied for getting in-principle approval for the same.
MAINENTANCE OF COST RECORD
The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company and accordingly such accounts and records are not required to be maintained.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company.
INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.
The details of difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof is not applicable to the Company.
ACKNOWLEDGMENTS
The Board of Directors greatly appreciates the commitment and dedication of employees at all
levels who have contributed to the growth and success of the Company. We also thank all our
clients, vendors, investors, bankers and other business associates for their continued support and
encouragement during the year.
We also thank the Government of India, Government of Gujarat, Ministry of Commerce and
Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all
other Government Agencies for their support during the year and look forward to their continued
support in future.
By Order of the Board of Directors
For, Ideal Technoplast Industries Limited
Place: Surat
Date: 29th July, 2024
Vipulbhai Dulabhai Mendapara Prafulkumar Vaghasiya
Managing Director Director
DIN: 10402565 DIN: 10402567
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