Mar 31, 2025
Your directors take pleasure in presenting the 30th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2025.
|
(Rs. in Lakhs) |
||
|
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
Revenue From Operations |
5703.28 |
4670.59 |
|
Other income |
21.35 |
0.00 |
|
Total(A) |
5724.63 |
4670.59 |
|
Cost of material consumed |
3700.79 |
3051.54 |
|
Operating Cost |
272.89 |
240.28 |
|
Employee Benefit Expenses |
297.25 |
242.81 |
|
Financial Costs |
154.15 |
162.67 |
|
Depreciation |
223.88 |
218.74 |
|
Other Expenses |
213.30 |
109.21 |
|
Total(B) |
4862.25 |
4025.25 |
|
Profit/Loss Before tax |
862.39 |
645.33 |
|
Tax Expenses i. Current Tax |
175.41 |
161.33 |
|
ii. Deferred Tax |
41.63 |
6.45 |
|
Profit after Tax for the Year |
645.34 |
477.55 |
During the financial year under review, the Company achieved total revenue of Rs. 5703.28 Lakhs (previous year Rs. 4670.59 Lakhs) and profit before exceptional items and tax was Rs. 862.39 Lakhs (previous year Rs. 645.33 Lakhs) and the Net profit after exceptional items and tax was Rs. 645.34 Lakhs (previous year Rs. 477.55 Lakhs).
During the year under review, the Company made its Initial Public Otter (âthe Otterâ) of 53,46,000 Equity Shares of 49/- each aggregating to Rs. 26,19,54,000/-. The Company completed its IPO successfully. The Board also places on record its appreciation for the support provided by various Authorities, Lead Merchant Bankers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors, Registrar & Transfer Agent and Employees of the Company for making the IPO of the Company a grand success.
To conserve the resources for business requirement of the Company your directors do not recommend any payment of dividend for the year ended 31st March 2025.
Authorised Share Capital:
During the year, there is no change in Authorised Share Capital of the Company.
Paid up Share Capital:
During the year, 5346000 Equity shares of Rs. 49/- each allotted through Initial Public Otter which listed on 28th October, 2024.
No material changes and commitments 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.
There was no change in the nature of business activities of the Company during the financial year under review.
During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Companies Act, 2013 (âActâ) read with the Companies (Acceptance of Deposits) Rules, 2014.
The Company does not have any subsidiary/joint venture/ associate. Accordingly, there were no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.
The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has paid the requisite listing fees to the said Stock Exchanges for the financial year 2024-2025.
The Financial statement of the Company/ Board Report has not been revised during the financial year 2023-24 as per Section 131 of the Companies Act, 2013.
As required under Section 92(3) read with 134(3)(a) of the Act, the copy of Annual Return as on 31st March, 2025 will be placed on the Companyâs website and can be accessed at https://premiumplast.in/.
In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Chetan Nagendra Dave (DIN: 01284748), Director of the Company, retires by rotation at the ensuing 30th Annual General Meeting (âAGMâ) and being eligible, has ottered herself for reappointment and your Board recommends her re-appointment.
The Company has received the necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct.
Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandates the inclusion of an Independent Director''s name in the data bank of the Indian Institute of Corporate Affairs (âIICAâ).
None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possesses relevant expertise and experience and are independent of the management.
In terms of applicable provisions read with Schedule IV of the Act and Rules framed thereunder and Regulation 17 read with Part D of Schedule II of the Listing Regulations the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each director to be carried out on an annual basis.
Pursuant to the provisions of the Act and the Listing Regulations the evaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee including the Chairman of the Company was carried out by the Board. The Board has evaluated the performance of each of Executive, Non-Executive and Independent Directors considering the business of the Company and the expectations that the Board has from each of them.
The evaluation framework for assessing the performance of directors comprises of the following key areas:
i. Attendance of Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itâs performance; and
iv. Providing perspectives and feedback going beyond information provided by the management.
The details of Key Managerial Personnel of the Company as on 31st March, 2025 are as follows:
|
Sr. No. |
Name of the Director |
Designation |
|
01 |
Chetan Nagendra Dave |
Chairman & Managing Director |
|
02 |
Lopa Chetan Dave |
Director |
|
03 |
Uday Devendra Sanghvi |
Independent Director |
|
04 |
Keyur Atul Shah |
Independent Director |
|
05 |
Unnati Vishnubhai Zala |
Independent Director |
|
06 |
Amar Jugalkishor Parekh |
Director |
|
07 |
Rohit Shyamsunder Sharma |
Company Secretary |
|
08 |
Vijay Kripashankar Vishwakarma |
CFO |
During the year under review, Mr. Amar Jugalkishor Parekh was appointed as the Director of the Company.
Your directors, to the best of their knowledge and belief and according to the information and
explanations obtained by them and as required under Section 134(3)(c) read with Section 134(5) of
the Act state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. 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 on 31st March, 2025 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 this Act 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.
The Board meets at regular intervals to discuss and decide on Company / business policies and strategy apart from other business of the Board. The notice of Board meetings is given well in advance to all the directors of the Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice or the resolutions are passed through circulation and later placed in the next Board meeting. The agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors to take informed decisions.
During the financial year under review, the Board of Directors met 15 (Fifteen) times. The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Listing Regulations.
As stipulated by the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on 14th February, 2025 without presence of Non-Independent Directors and members of the management to consider the following:
i. performance of Non-Independent Directors and the Board as a whole;
ii. performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors; and
iii. assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of flow of information between the Company management and the Board.
In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted three committees of the Board, namely:
I. Audit Committee,
II. Nomination and Remuneration Committee,
III. Stakeholdersâ Relationship Committee,
IV. Corporate Social Responsibility Committee.
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The members of the Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls etc.
As on 31st March, 2025, the Audit Committee comprised of Ms. Unnati Vishnubhai Zala, Independent Director, Mr. Keyur Atul Shah, Independent Director and Mr. Chetan Nagendra Dave, Managing Director as its members. Ms. Unnati Vishnubhai Zala is the Chairperson of the Audit Committee and the Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.
The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companyâs internal control and financial reporting process and vigil mechanism.
All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Senior Management Personnel (âSMPsâ) including criteria for determining qualifications, positive attributes, independence of a director and other related matters. The Remuneration Policy has been placed on the website of the Company viz. https://premiumplast.in/.
The Company undertakes and makes necessary provisions for appropriate induction programme for new directors and ongoing training for existing directors. The new directors are introduced to the Companyâs culture, through appropriate training programmes. Such kind of training programmes helps in developing relationship of the directors with the Company and familiarize them with the Company processes. The management provides such information and training either at the meeting of Board of Directors or otherwise.
The induction process is designed to:
⢠build an understanding of the Company''s processes and
⢠fully equip directors to perform their role on the Board effectively.
Upon appointment, directors receive a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments.
Pursuance to the provisions of Section 177 of the Act, the Company has adopted Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour.
The Company has a whistle blower policy wherein the directors and employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the directors and employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the financial year under review. We aff irm that during the financial year under review, no director or employee was denied access to the Audit Committee. The details of the Vigil mechanism / Whistle Blower Policy is available on the website of the Company viz https://premiumplast.in/.
The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT - 7 of the Annual Return. The company has uploaded the Form MGT-7 on its website in which the details of remuneration is given and form MGT-7 is available at the following link: https://premiumplast.in/
During the financial year under review, the Central Government has not prescribed the maintenance of cost records for any of the products of the Company under Section 148(1) of the Act
Pursuant to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Act. The Policy on Corporate Social Responsibility is available on the website of the Company viz. https://premiumplast.in/investor-relations/.
The Annual Report on CSR activities is annexed as âAnnexure Iâ and forms part of this report.
M/s. VRCA & ASSOCIATES, Chartered Accountants, having its office at Vadodara has been appointed as the Statutory Auditors of the Company who shall hold the office for a first term of five consecutive years i.e upto the conclusion of 34th AGM. Further, the Auditorsâ Report and Notes to the Accounts referred to in the Auditorsâ Report are self-explanatory and therefore, does not call for any further comments and explanations. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.
The Statutory Auditorsâ Report on the Audited Financial Statements of the Company for the financial year ended 31st March, 2025 does not contain any qualifications, reservation or adverse remarks.
Pursuant to the provisions of Section 204(1) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. D N Vora & Associates, Company Secretaries, Mumbai (M. No.: ACS 46989 /COP No.: 21254) were appointed as Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report for the said financial year is appended to this report as Annexure - II and forms part of this Annual Report.
With respect to the observations made by the Secretarial Auditors in their report, your directors would like to state as follows:
|
Sr. No. |
Observations |
Explanation of Board of Directors |
|
1 |
During the period under review, the Company had delayed in submitting its financial results for the half year ended September 30, 2024, with the Stock |
We would like to inform you that our company, Premium Plast Limited, was listed on the NSE on 28th October, 2024. |
|
Exchange(s) as required under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
Initially, based on the advice of our professionals, we believed that as we are listed on the SME platform, the immediately succeeding Financial Year/ Quarter for compliance under Regulation 33 (Financial Results) would be for the halfyear period from 1 st October, 2024 to 31 st March, 2025, with the submission due in May, 2025. |
Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Armâs Length basis. Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 as Annexure -III. The policy on Related Party transaction is uploaded on the Companyâs website https://premiumplast.in/
In the opinion of the Board, the Independent Director of the Company whose appointment was regularized by the shareholders in the General Meeting meet the requirements of integrity, expertise and experience as required by Company
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 at all locations of the Company and strives to maintain the standard in Internal Financial Control.
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as Annexure - IVand forms part of this Report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure. Further in terms of Section 136 of the Act, this Report and the Financial Statements are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Off icer of the Company and the same will be furnished on request
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:
a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.
c. The capital investment on energy conservation equipment - NIL
a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.
b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable
c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable
d. The expenditure incurred on Research and Development - Not Applicable
|
C. Foreign Exchange Inflow / Outgo: |
|||
|
Particulars |
2024-2025 |
2023-2024 |
|
|
Foreign Exchange earned |
NIL |
NIL |
|
|
Foreign Exchange used |
NIL |
NIL |
|
There are no frauds reported by the Auditor which are required to be disclosed under Section 143 (12) of Companies Act, 2013.
The details of loans or guarantees given or investments made by the Company under the provisions of Section 186 of the Act are given under Notes to Accounts on the Financial Statements for the financial year ended 31st March, 2025 forming part of this Report.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company''s operations in future.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.
The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / Suspense Escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from date of issuance of âLetter of Confirmationâ by the RTA in terms of SEBI Circular No. SEBI/LAD-NRO/GN/2022/66 dated 24th January, 2022 read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated 25th January, 2022 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; sub-division / splitting of securities certificate; consolidation of securities certificates / folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.
The Company has zero tolerance for sexual harassment at workplace and 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 the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No compliant was pending at the beginning or end of the financial year under review.
During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.
During the year under review, your Company has not entered into any One-Time Settlement with Bankâs or Financial Institutions and therefore, no details of Valuation in this regard is available.
During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.
Your directors would like to place on record their gratitude for all the guidance and co-operation received from the shareholders, banks and other government and regulatory agencies. Your directors would also like to take this opportunity to express their appreciation for the hard work and dedicated efforts put in by the employees and look forward to their continued contribution and support.
Mar 31, 2024
The Board of Directors of your Company have pleasure in presenting their report on the
working of the Company for the year ended 31â March. 2024 together with the Audited
Accounts of the Company.
I. FINANCIAL SUMMARY:
The Companyâs financial performance, for the year ended 31" March, 2024 is
summarized as follows:
(In Rinieesi
|
Particulars |
For the Fluaucial |
For the Financial |
|
j Revenue From Operations |
46.70.58.709.34 |
44,04.11,703.46 |
|
--;---t Other income |
00.00 |
71.221.00 |
|
Tolal(A) |
46,70.58.709.34 |
44.04.82.924.46 |
|
Cost of Materials Consumed |
30.51.54.053.25 |
33,53.89.202.00 |
|
Operating Cost |
2.40,27.797.79 |
1.98.34.017.58 |
|
Emplovee Benefit Expenses |
2.42.81,183.00 |
2.22.02.229.00 |
|
Finance Cost |
1.62.67.147,06 |
1,38.92.484.52 |
|
Depreciation |
2.18.74.310.45 |
1.$5.73.952.52 |
|
Other Expenses |
1.09.21.006.91 |
85.14.524.66 |
|
Total(B) |
40.25.25.498.46 |
41,84.06,410.28 |
|
Profit Loss Before tax |
6.45.33.210.88 |
2.20.76.514.18 |
|
Tax Expenses: |
||
|
1. Current Tax |
1,61.33.302.72 |
55.19.12S.54 |
|
2. Deferred Tax |
6,45,243.01 |
6.25.549.90 |
|
3. Tax for Earlier Years |
«)00 |
6.00 in i m m um m |
|
Profit Loss after Tax for the Year |
4.77.54.665.15 |
1.59.31.835.74 |
2. St''MMAKV OF OPERATIONS:
During the year, the net revenue from operations of the Company is Rs.
46.70.58.709,34 - as compared to previous year of Rs. 44,04.11.703.46 -
The Companyâs Profit after tax stood at Rs 4.77.54,665.15 - for current year and Rs.
1.59J 1.$35.74 - for the previous year.
3. SI AIK OF AFFAIRS'' HIGHLIGHTS:
Then; lias been no change m the business of the Company during the financial year
ended 31â March, 2024.
4. CHANGE IX DIRECTORSHIP:
There has been no change in the constitution of Board during the year under review i.e.
2023-2024 the structure of the Board remains the same.
5. DIVIDEND:
The Board of Directors of the company, not declared any Dividend for the current
financial year due to conservation of Profits due to loss incurred by the Company due to
insufficient profit.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTORS EDITA MON AND
PROTECTION FI ND:
The provisions of Section 125(2) of the Companies Act. 2013 do not apply as there was
no dividend declared and paid last year.
7. TRANSFER TO RESERVES:
The Accounting Standards permit that the amounts in else Profit after tax stands are
included m the Reserve & Surplus Schedule: hence the Company has not transferred any
amount to its General Reserves.
8. ISSI K OF EOITTY SHARKS WITH DIFFERENTIA!. RIGHTS, SWEAT
KOI I I V. ESOS ETC .. IF ANY:
The Company has not issued stores with differential voting rights nor granted stock
options nor sweat equity during the period under review
9. AUDITOR:
During the period under review. Araar Parekh. Clianered Accountants, resigned as
Statutory Auditors of the company. In the Extra Ordinary General Meeting held on the
25* February. 2024. M S. V R C A & Associates. Chartered Accountants, Vadodara
were appointed as Statutory Auditors of the Company to conduct the Statutory Audit for
the period ended 31J March. 2024. M S. VR C A & Associates. Chartered Accountants
hold office until tlie conclusion of the ensuing Annual General Meeting ami are
recommended for appointment for 5 (Five) consecutive years from the date of the 29*
Annual General Meeting (AGMi for a term upto the conclusion of 34* AGM of the
Company in the Calendar year 2029. The company has obtained a certificate from M S.
V RCA & Associates, Chartered Accountants to the effect that then proposed re-
annointmem. if made, would be in accordance and conformity with the specified limits
Necessary resolution for appointment of the said Auditors is included in the Notice ol
Annual General Meeting lor seeking approval of members.
10. BOARD S COMMENT ON THK VI DHORS REPORT
I he observations of the Statutory Auditors, when read together with the relevant notes to
the accounts and accounting policies are self-explanatory and do not calls tor any further
comment
11. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to
which the financial statements relate and tlie date of this Report.
12. WEB! INK OF ANNUAI. RETURN:
The Company is having website i.e. https, preaiiumplast.in and annual return of
Company has been published on such w ebsite. Link of the same is given.
13. NUMBER OF MEET INCS OF BOARD OF DIRECTORS:
The maximum interval between any two Board Meetings did not exceed 120 (One
hundred and twenty) days. During the Financial Year 2023-2024. 09 Meeting of Board
of Directors of the Company were held.
|
Sr. No. |
Name of Director |
Directorâs Present |
|
|
No. of Meeting Held |
No. of Meeting |
||
|
01 |
Lopa Chetan Dave |
09 |
09 |
|
02 |
Chetan Nagendra Dave |
09 |
09 |
|
03 |
Uday Devendra Sanghvi |
09 |
09 |
14. CONTRACTS AND ARRANGEMENTS W11H RELATED PARTIES:
The Company has entered into transaction with related party in the ordinary course of
business and on the arm''s length basis. Thus, the provisions of Secuon 1S$< 1) of the
Companies Act. 2013 are applicable. During the period ending 31" March. 2024. the
Company lias entered into contract arrangement transaction of material nature with any
of the related parties which are in conflict with the interest of the Company. Thus,
disclosure in Form AOC-2 is attached as .lnnexure-I.
15. COMPLIANCE V> 11 H SECRETARIAL STANDARDS:
The Company has complied with all the applicable compliances of Secretarial Standards
on meetings of the Board of Directors issued by The Institute of Company Secretaries of
India.
16. PARTIC ll.ARS OF LOANS. Gl VRVMTFS OR INVESTMENTS:
The Company has not made any Investment, given guarantee and securities during the
year under review. There for no need to comply provisions of section 1S6 of Companies
Act. 2013.
17. OK I AIKS OF SK.NinCWI AND MAT ERIAL ORDERS PASSED BY THE
RFC.l l-A TORS, C Ol RTS AM) 1RIBCXALS:
No significant and material order lias been passed by the regulators, courts, tribunals
impacting the going concern status and Company''s operations in future
18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND Ot 1 GO:
Information pursuant to Section 134<3Xm) of the Companies Act, 2013. read with the
Companies (Accounts) Rules. 2014 in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo
(A) ( mist-i-vailon of Energy:
|
at The steps taken or impact on |
The opeiaiions of your Company are |
|
bt The steps taken by die company for |
The operations of your Company are |
|
c) The capital investment on energy |
NIL |
|
at the efforts made towards technology absorption |
None |
|
b) the benefits derived like product improvement, cost |
Not applicable |
|
c) In case of technology imported: |
|
|
i. the details of technology- imported |
None |
|
ii. the year of import |
Not Applicable |
|
iii. whether the technology been fully absorbed |
Not Applicable |
|
iv. if not fully absorbed, areas where absorption |
Not applicable |
|
v. the expenditure incurred on Research and |
Nil |
(C) Foreign exchange Earnings and Ontgo:
During the period under review there was no foreign exchange earnings or out flow.
19. SUBSIDIARIES/ ASSOC LATES OR JOINT VF.N''Tl''RF.S:
During the period under review, no Company has become or ceased to be Subsidiary.
Associates or Joint Venture of the Company.
20. DF.FOSITS:
The Company has not accepted any deposits within the meaning of Section 73( 11 of the
Companies Act. 2013 and the Rules made thereunder.
21. INTERNAL FINANCIAL CONTROL:
The Company lias in place adequate internal financial controls with reference to financial
statements. During the financial year, such controls were tested and no reportable
material weakness in the design or operation was observed.
22. FORMAL ANM AI, EVA1.I ATION OF 1I1F PERFORMANCE OF 1 Hi
BOARD, ITS C OMM1TTFFS & OF INDIVID! Al- DIRECTORS;
The Board of Directors have evaluated the performance of all Independent Directors.
Non-Independent Directors and its Committees. The Board deliberated on various
evaluation attributes for all director* and after due deliberations made an objective
assessment and evaluated tliat all the directors in the Board have adequate expertise
drawn from diverse industries and business and bring specific competencies relevant to
the Company''s business and operations. The Board found that the performance of all the
Directors was quite satisfactory.
The Board also noted that the term of reference and composition of die Committees was
clearly defined. The Committee performed their duties diligently and contributed
effectively to the decisions of the Board
W
The functioning of the Board and its comnuttees were quite effective. The Board
evaluated its performance as a whole and was satisfied with its performance and
composition of Independent and Non-Independent Directors.
23. DIRF.CTORâS RFSPONS1B1L1 IV STATEMENT:
The Directors would like to inform the Members that the Audited Accounts for the
financial war ended March 31*''. 2024. are in full conformity with the requirements of the
Companies Act. 2013. The Financial Accounts are audited by the Statutory Auditors.
Ms. V R C'' A & Associates (FRN: I04727W) The Directors further confirm that
a) In the preparation of the annual accounts for the financial year ended March
31*. 2024. tire applicable accounting standards, read with the requirements set
out under Schedule 111 to the Acl have been followed, and there are no material
departures from the same.
b) The Directors lia\e selected such accounting policies, apphed them consistently,
and made judgements and estimates tliat are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company for the financial
year ended March 31*\ 2024.
c> The Directors have taken proper and sufficient care for tl»e maintenance of
adequate accounting records in accordance with the provisions of tire Act for
safeguarding the assets of the Company and preventing and detecting fraud and
other irregularities.
dt The Directors haw prepared the annual accounts on a âgoing concernâ basis.
e) The Company being unlisted, sub-clause
Act. 2013. pertaining to laying down internal financial controls, is not
applicable to the Company.
fl The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.
24. REVIEW OF BUSINESS OPERATIONS AND H''llRF PROSPKCIS:
Your Directors wish to present the details of Business operations done during the year
under review:
a) Production and Profitability
b) Sales
c) Marketing and Market environment
d) Future Prospects including constraints affecting due to Government policies
25. COST RECORDS:
The Central Government has not prescribed maintenance of cost records for the
Company under Section 14S( 1) of the Companies Act. 2013.
26. RISK MANAGEMENT POLIO'':
The Company lias developed and implemented a nsk management policy which
identifies major risks which may threaten the existence of the Company. The same lias
also been adopted by vour Board and is also subject to its review from time to tune. Risk
mitigation process and measures have been also formulated and clearly spelled out m die
said policy.
27. PET All A OF ESI ABUSIIMEM QE VIGIL MECHANISM. IF ANY:
The threshold limit provided under Section 177(9) read with Rule 7 of the Companies
< Meeting of Board and its Power) Rule. 2014 is not applicable on the Company
28. PARTICULARS OF EMPLOYEES:
The company does not have any employee who has drawn the remuneration exceeding
the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules. 2014.
29. PREVENTION OF SEXUAL HARASSMENT AT WORK PI. A< E:
Pursuant to provisions of Sexual Harassment of women at work place (Prosecution,
prohibition and redressal) Act. 2013 and rules made die re under and as the Company is
under the prescribed criteria, die Board of Directors has adopted policy named as Policy
on Sexual Harassment of Women at Work Place.
30. FRAl''DS REPORTED BY Al Ull ORS I N PER SECTION 143(12), OTHER
THAN HIOSE WHICH AKK REPORTABLE TO HIE CF1NTRA1.
GOVERNMENT:
The Statutory Auditors have not reported any incident of fraud to the Board of Directors
of the Company.
31. DETAILS OF APPLICATION / AW PROCEEDING PENDING I~\DER MIL
INSOLVENCY AND BANKRUPTCY CODE, 2016:
Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code. 2016 (31 of 2016) during the financial year.
32. DEI AILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALI''ATION
DONE AT THE TIME OF ONE I IMF. SETTLEMENT AM) THE VALIDATION
DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INS 1I ILTIONS ALONG WITH 1HE REASONS THEREOF:
As Company has not done any one-tune settlement during the year under review lienee
no disclosure is required
33. ACKNOVM .EDGKMKN''T:
Your directors place on records then appreciation of the contributions made by
employees and consultants at all levels, who. with their competence, diligence, solidarity,
co-operation, and support have enabled the company to achieve the desired results.
The boaid of directors gratefully acknowledges the assistance and cooperation received
from the central and state government departments, shareholders, and stakeholders.
For aud on behalf of Board of Directors.
Premium Plast Limited__
/"*) «V*SAI
Chelan Nagendra
Chairman and Managing Director
DIN: 01284748
Date: 09 09 2024
Place: Mumbai
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