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Pet Plastics Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 6.18 Cr. P/BV 0.49 Book Value (Rs.) 252.25
52 Week High/Low (Rs.) 124/90 FV/ML 10/1 P/E(X) 65.48
Bookclosure 30/09/2023 EPS (Rs.) 1.89 Div Yield (%) 0.00
Year End :2025-03 

The director's have pleasure in presenting the 39th Directors Report together with the Audited
Financial Statements for the period ended on March 31, 2025.

RESULT OF OPERATIONS - EXTRACT (standalone):

PARTICULARS

2024-25

2023-24

Revenue from Operations

430.12

795.98

Other Income

53.11

75.53

Total Income

483.23

871.51

Total Expenses

463

853.54

Profit/ (Loss) for the year before taxation

20.23

17.97

Tax Expenses

5.70

4.67

Profit /(Loss) after tax

14.53

13.30

Earnings Per Equity Share (Face Value Rs. 10/- Per Share):

Basic

2.91

2.66

Diluted

2.91

2.66

Note: Previous year's figures have been regrouped / reclassified wherever necessary to correspond with
the current year's classification/disclosure.

RESULT OF OPERATIONS - EXTRACT (consolidated):

PARTICULARS

2024-25

2023-24

Revenue from Operations

430.12

795.98

Other Income

53.10

75.53

Total Income

483.22

871.51

Total Expenses

466.79

858.51

Profit/ (Loss) for the year before taxation

16.43

13.00

Tax Expenses

7.00

3.38

Profit /(Loss) after tax

9.43

9.62

Earnings Per Equity Share (Face Value Rs. 10/- Per Share):

Basic

1.89

1.92

Diluted

1.89

1.92

Note: Previous year's figures have been regrouped / reclassified wherever necessary to correspond with
the current year's classification/disclosure.

PRINCIPAL ACTIVITY:

The principal activity of the Company is Manufacturing & Trading in Plastic. There have been
no significant changes in the nature of the principal activities during the financial year. The
Company is trying to make the optimum use of the resources so available.

BUSINESS REVIEW:

During the Financial Year 2024-25, the total revenue of the Company stood at Rs. 430.12 lakhs,
as compared to Rs. 795.98 lakhs in the previous financial year. Despite the decline in revenue,
the Company has registered a net profit of Rs. 14.53 lakhs during the year under review, as
against a profit of Rs. 13.30 lakhs in the previous year. This improvement in profitability,
notwithstanding the lower turnover, is attributable to efficient utilization of available
resources, strategic cost control measures, and continuous efforts towards operational
optimization. The Company has taken proactive steps to reduce wastages and enhance
production efficiency, resulting in better margins and improved product quality.

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year 2024-25 and the date of
this Report.

FUTURE DEVELOPMENTS:

The Company's focus is to enhance the existing business operations and makes opportunistic
plans for future growth of the Company. The Company also plans to venture into new
commercial clients and to diversify its business operations into Service Sector as well.

RESERVES:

The company does not propose to carry any amount to the general reserves. However, the
credit balance of Profit of Loss account transferred to Reserves and Surplus.

DIVIDEND:

In order to conserve cash resources for future business plans, the Board of Directors have not
recommended any dividend on equity shares for the year ended on March 31, 2025.

SHARE CAPITAL:

There were no changes in share capital of the Company during the period under review.
PUBLIC DEPOSIT:

Your Company has not accepted any public deposits and as such no amount on account of
principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013
read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on
the date of the Balance Sheet.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY:

Your company does not have any subsidiary Company and joint ventures. However, the
Company has one associate Company viz., Pet Stock Brokers Limited, wherein the Company
holds 40 % of equity in its paid-up capital.

Further, the report on the performance, financial position and overall contribution to
company's profitability of the subsidiary, associate company's and joint ventures and salient
features of the financial statements in the prescribed Form AOC-1 is marked and annexed as
"Annexure A" to this report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The company has
been addressing various risks impacting the company and the policy of the company on risk
management is provided elsewhere in this annual report in Management Discussion and
Analysis.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, your Directors confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2025 the
applicable accounting standard had been followed along with proper explanation relating to
material departures.

b. The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit and loss
of the Company for the year under review.

c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

d. The directors had prepared the accounts for the financial year ended March 31, 2025 on a
going concern basis.

e. The directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

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

BOARD AND BOARD COMMITTEES:

A. Board of Directors:

a. Composition of Board

Your Company has a broad-based Board of Directors with composition of Non-Executive,
Executive and Independent Director in compliance with SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as well as the Companies Act, 2013. Your
Company also has a woman Director which brings diversity on the Board.

The composition of Board of Directors as on March 31, 2025 is as follow:

Category

No. of Directors

Non-Executive-Independent Directors

4

Non-Executive Directors

2

Executive Director

1

b. Number of Board Meetings

During the financial year ended March 31, 2025, Seven (7) meetings of the Board of Directors
were conducted on May 30, 2024; June 19, 2024; August 12, 2024; August 30, 2024; October 22,
2024; February 06, 2025 and March 13, 2025. All the information required to be furnished to
the Board was made available to them along with detailed Agenda notes.

All the Directors have informed the Company periodically about their Directorship and
Membership in the Board/Committees of the Board of other companies. As per disclosure
received, none of the Directors is a director in more than ten (10) Public Limited Companies.
Further, none of the Director acts as a member of more than ten (10) committees or acts as a
chairman of more than five (5) committees across all Public Limited Companies in which they
are Director.

The name and the categories of the directors on the Board, their attendance at the board
Meeting held during the year and then number of directorship and committee
chairmanship/membership held by them in other Companies are given herein below.

Name of
Director

Designation

No. of
shares
held

Attendance in
Meetings

No. of other
Directorships in
other Public
Company*

No. of
Committee
position held in
the Company1

Board

AGM

Chairman

Member

Chairman

Me

mbe

r

Mr. Ritesh

Vijay

Vakil

Managing

Director

1,45,500

7

Yes

-

1

-

2

Mrs.

Aruna

Ravilal

Tripathi

Non¬

Executive

Director

0

7

Yes

-

-

-

1

Mrs.

Durga

Vasarla

Non¬

Executive

Director

0

7

Yes

-

-

-

-

Mrs.

Laxmi

Donga

Shrinivas

Non¬

Executive

Director

7

Yes

-

-

1

2

Mr. Vijay
Mukesh
Thakkar

Non¬

Executive

Director

3

Yes

2

-

2

1

Ms. Komal
Balasaheb
Bamdale

Non¬

Executive

Directors

3

Yes

-

-

-

-

Mrs.

Santosh

Shahadeo

Unmegh

Non¬

Executive

Director

Yes

-

-

--

-

*Excludes directorship in Pet Plastics Ltd, directorship in private limited companies, foreign
companies, companies incorporated under Section 8 of the Companies Act, 2013 and Alternate
Directorships.

With a view to have a more focused attention on business and for better governance with
accountability, the Board has constituted various committees of directors. Some of the
Committees of the Board were reconstituted, renamed and terms of reference were revised to
align with the provisions of Companies Act, 2013 and Listing Regulations, 2015. The terms of
reference of these Committees are determined by the Board and their relevance reviewed from
time to time. The minutes of Committee meetings are tabled at the Board meetings and the
Chairperson of each Committee briefs the members of the Board on the important
deliberations and decisions of the respective Committees.

I.Audit Committee of Directors:

Composition and Attendance

The Audit Committee of the Company is constituted in line with the provisions of Section 177
of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Audit Committee comprises of minimum
three directors as members out of which at least two third should be Independent Directors
and all directors shall be financially literate and at least one member shall have accounting or
related financial management expertise. Chairperson of the committee shall be an independent
director.

The Audit Committee met five (5) time, May 30, 2024; June 19, 2024; August 12, 2024; October
22, 2024; and February 06, 2025. The present composition of the Audit Committee &
attendance of the members in the meeting during the year is as follows:

Name

Designation

Designation

No. of M
Held

leetings

Attended

Mr. Ritesh Vakil
(MD)

Executive

Member

5

5

Mr. Vijay Mukesh
Thakkar

Non- Executive
Independent
Director

Chairman

2

2

Mr. Timir Shah

Non- Executive
Independent
Director

Chairman

3

3

Mrs. Laxmi Donga

Non-Executive,

Independent

Member

5

5

The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the position of
Independent Director of the Company, with effect from August 30, 2024 and the appointment
of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent Director of the
Company, for a term of five (5) consecutive years, with effect from August 30, 2024, subject to
the approval of shareholders at the ensuing Annual General Meeting (AGM).

II.Nomination & Remuneration Committee:

Composition and Attendance

Pursuant to section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, nomination and remuneration committee
must fulfill below mentioned points:

> The committee shall comprise of at least three directors;

> All directors of the committee shall be non-executive directors;

> At least two third of the directors shall be independent directors.

During the year under review, the Nomination and Remuneration Committee met Two (2)
time in the financial year ended March 31, 2025 on August 30, 2024 and March 13, 2025.

The composition of the Nomination and Remuneration Committee of the Board of Directors
of the Company along with the details of meetings held and attended by the members of the
Committee during the financial year ended March 31, 2025:

Name

Designation

Designation

No. of Meetings

Held

Attended

Mrs. Aruna
Tripathi

Non-Executive

Member

2

2

Mrs. Laxmi
Donga

Non-Executive,

Independent

Chairperson

2

2

Mr. Vijay
Mukesh Thakkar

Non- Executive
Independent
Director

Member

1

1

Mr. Timir Shah

Non-Executive

Independent

Director

Member

1

1

The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the position of
Independent Director of the Company, with effect from August 30, 2024 and the appointment
of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent Director of the
Company, for a term of five (5) consecutive years, with effect from August 30, 2024, subject to
the approval of shareholders at the ensuing Annual General Meeting (AGM).

III. Stakeholders' Relationship Committee:

Composition and Attendance

Pursuant to section 178 (5) of Companies Act, 2013 and Regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 stakeholders' relationship
committee must fulfill below mentioned points:

The composition of the Stakeholders' Relationship Committee is in compliance with the
provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

a. The Committee periodically reviews the status of shareholders' grievances and redressal of
the same. The Committee met Two (2) time in the financial year ended March 31, 2025 on
August 30, 2024 and 13th March, 2025. The necessary quorum was present for all the meetings.

The composition of Stakeholders' Relationship Committee and attendance of the members
during the year is as given below.

Name

Designation

Designation

No. of Meetings

Held

Attended

Mr. Ritesh Vakil

Executive

Member

2

2

Mrs. Laxmi
Donga

Non-Executive,

Independent

Member

2

2

Mr. Vijay
Mukesh Thakkar

Non- Executive
Independent
Director

Chairperson

1

1

Mr. Timir Shah

Non- Executive
Independent
Director

Chairperson

1

1

The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the position of
Independent Director of the Company, with effect from August 30, 2024 and the appointment
of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an Additional Independent Director of the
Company, for a term of five (5) consecutive years, with effect from August 30, 2024, subject to
the approval of shareholders at the ensuing Annual General Meeting (AGM).

The Company during the year has received no complaints. No complaints are pending as on
the year ended March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & Key Managerial Personnel of the Company as on March 31, 2025 is as
follows:

Sr. No

Name of the director

DIN

Designation

1

Mr. Ritesh Vijay Vakil

00153325

Managing Director

2

Mrs. Aruna Tripathi

00152312

Non-Executive Independent
Director

3

Mrs. Vasarla Durga

08593741

Non-Executive Director

4

Mr. Prajesh Pravinbhai
Chaudhary

BBNPC2704C

Chief Financial Officer

5

Mr. Santosh Shahadeo
Unmegh2

10985200

Non- Executive Independent
Director

6

Mr. Vijay Mukesh Thakkar

10227101

Non- Executive Independent
Director

7

Ms. Komal Balasaheb Bamdale

10720069

Professional

8

Ms. Laxmi Donga Shrinivas2

08593758

Non- Executive Independent
Director

9

CS Trisha Tahalramani2

AWWPR8462M

Company Secretary

*Note:

1. Mr. Santosh Shahadeo Unmegh resign from the office with effect from 30th May, 2025.

2. Ms. Laxmi Dongra Shrinivas resign from the office with effect from 23rd April, 2025.

3. Ms. Trish Tahalramani resign from the office with effect from 09th June, 2025.

None of the Directors are disqualified for being appointed as the Director of the Company in
terms of Section 164 of the Companies Act, 2013. The Company has received declarations from
Independent Directors of the Company stating that they have meet criteria of independence
as mentioned under Section 149(6) of the Companies Act, 2013.

In the opinion of the board, the independent directors possess the requisite expertise and
experience and are the person of integrity and repute. They fulfill the Conditions specified in
the Companies Act, 2013 and the rules made thereunder and are independent of the
management.

Further, all the independent directors on the Board of the Company are registered with the
Indian Institute of Corporate Affairs, Manesar, Gurgaon ("IICA") as notified by the Central
Government under Section 150(1) of the Companies Act, 2013 till the FY 2019-20. The
registration of the same is expired. As per applicable requirement, Independent Directors have
not undergone online proficiency self-assessment test within the time prescribed by the IICA.

During the year under review, there are no changes took place in the composition of the Key
Managerial Personnel of the Company.

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS:

1. Board Meeting held on August 30, 2024:

• The Board took note of the resignation of Mr. Timir Shah (DIN: 00185268) from the position
of Independent Director of the Company, with effect from August 30, 2024.

• The Board approved the appointment of Mr. Vijay Mukesh Thakkar (DIN: 10227101) as an
Additional Independent Director of the Company, for a term of five (5) consecutive years, with
effect from August 30, 2024, subject to the approval of shareholders at the ensuing Annual
General Meeting (AGM).

2. Board Meeting held on March 13, 2025:

• The Board approved the appointment of Mr. Santosh Shahadeo Unmegh (DIN: 10985200)
as an Additional Independent Director of the Company, for a term of five (5) consecutive years,
with effect from March 12, 2025, subject to the approval of shareholders at the ensuing Annual
General Meeting.

DIRECTOR RETIRING BY ROTATION:

Pursuant to provisions of section 152 of the Companies Act, 2013 (the "Act") and in terms of
the Memorandum and Articles of Association of the Company, Mrs. Komal Balasaheb
Bamdale (DIN: 10720069), Non- Executive Director is liable to retire by rotation at the ensuing
AGM and being eligible, has offered herself for re-appointment. The re-appointment is being
placed for your approval at the AGM. The Members of the Company may wish to refer to the
accompanying Notice of the 39th AGM of the Company, for a brief profile of the Director.

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH NON-EXECUTIVE
DIRECTOR:

During the year, there were no pecuniary relationships or transactions entered into between
the Company and any of its Non-Executive / Independent Directors apart from payment of
sitting fees and / or commission / perquisites as approved by the members. Non-Executive
Directors ("NEDs") are paid remuneration by way of Sitting Fees or Commission, subject to
the statutory ceiling.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing
Regulations), a separate exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board who were evaluated on parameters such as
level of engagement and contribution and independence of judgment thereby safeguarding
the interest of the Company. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Directors. The board also carried
out annual performance evaluation of the working of its Audit, Nomination and
Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The
Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed
a policy for selection and appointment of Directors, Managerial Personnel and their
remuneration. The remuneration policy, as adopted by the company, envisages payment of
remuneration according to qualification, experience and performance at different levels of the
organization.

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

Disclosures of the ratio of the remuneration of each director to the median employee's
remuneration and other details as required pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as Annexure B.

During the year under review, there are no employees who comes within the purview of
Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized with their roles, rights and responsibilities in the
company as well as with the nature of industry and business model of the company through
various internal programmes and through presentations on economy & industry overview,
key regulatory developments, strategy and performance which are made to the Directors from
time to time.

AUDITORS:

i. Statutory Auditors:

The Statutory Auditor, M/s. Maheshwari & Co., Chartered Accountants, (ICAI Firm
Registration No. 105834W) was appointed in the Annual General Meeting of the company held
on 30th September, 2022, to hold the office from the Financial Year 2022-23 till the Financial
Year 2026-27.

The Auditor had confirmed to the Company that their appointment is within the prescribed
limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for
appointment within the meaning of Section 141(3)(g) of the said Act.

The Auditors' Report and notes to the financial statements referred in the Auditors Report are
self- explanatory and does not call for any further comments under Section 134 of the
Companies Act, 2013. Further, the Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Companies Act, 2013. The Auditors' Report is enclosed
with the financial statements in this Annual Report.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company, has appointed M/ s. R. S. Rajpurohit & Co., Practicing Company Secretaries
to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.

The Secretarial Audit Report is annexed and detailed in Annexure C to this report herewith.
The qualifications provided in the report are self-explanatory and along with explanation of
Board are as follows.

Comments on qualifications in Secretarial Audit Report:

Comments in Secretarial Audit Report

Directors Comment

"Mrs. Aruna Ravilal Tripathi has served
beyond the maximum permissible tenure
of two consecutive terms (10 years) as per
Section 149(10)/(11) of the Companies
Act, 2013 and Regulation 25(2) of SEBI
LODR Regulations."

"Mrs. Aruna Ravilal Tripathi has served
beyond the maximum permissible tenure of
two consecutive terms (10 years) as per
Section 149(10)/(11) of the Companies Act,
2013 and Regulation 25(2) of SEBI LODR
Regulations."

Non-maintenance/up-dation of
mandatory Structured Digital Database
(SDD) as required under Regulation 3(5)
of SEBI (PIT) Regulations, effective April
1, 2019.

The Company has now implemented a
structured and compliant SDD software with
adequate access controls. Designated
employees have been trained, and logs are
being maintained as per the SEBI PIT
Regulations.

The website disclosures as required under
Regulation 46 of SEBI LODR are
incomplete and outdated, including
mandatory filings and policies.

It was observed that the Investor Relations
section of the Company's website was not
fully compliant with the mandatory
disclosures prescribed under Regulation 46
of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
While majority of the requisite documents
and information were available on the
website, they were placed under incorrect or
non-designated sections, thereby affecting
ease of access for the benefit of investors. The
Company has acknowledged this lapse and
has initiated corrective action by bringing all
necessary information under designated
section. A comprehensive review of the
website's compliance structure is currently
underway, and the Company is in the
process of restructuring and updating its

website to ensure full and proper view at a
single dedicated section in compliance with
the disclosure obligations under the said
Regulation.

SAST Regulation 31(4) annual
encumbrance declaration for FY ended
31 March 2025 was not filed by the
promoter/promoter-group.

The non-filing of the annual declaration
under Regulation 31(4) by the Promoter
Group was due to an unintentional
oversight. The Company has reminded all
promoters of the annual disclosure
requirements and will ensure timely
compliance going forward.

"Form MGT-14 not filed within prescribed
30-day period for multiple
resolutions/events across FYs 2020-21
through 2024-25.

The delay in filing MGT-14 for past
resolutions was due to clerical delays and
non-availability of certain documents. The
Company has filed necessary compounding
applications for such delays and is
strengthening internal systems for timely
filing.

Non-submission of proficiency self¬
assessment certificate by an Independent
Director as mandated under Rule 6(4) of
Companies (Appointment & Qualification
of Directors) Rules, 2014.

The Company acknowledges that, during the
audit period, the certificate confirming
successful completion of the Independent
Director Online Proficiency Self-Assessment
Test as mandated under Rule 6(4) of the
Companies (Appointment and Qualification
of Directors) Rules, 2014, was not submitted
by one of its Independent Directors and
hence could not be produced for verification
during the Secretarial Audit. The delay was
due to unforeseen personal and procedural
constraints on the part of the concerned
Director. The Company has taken
cognizance of the same and is coordinating
with the Director to ensure completion of the
proficiency test and submission of the
certificate in compliance with applicable
regulatory requirements. The Board remains
committed to maintaining the highest
standards of governance and regulatory
compliance in line with the provisions of the
Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

Incorrect numbering of AGMs in statutory
filings and reports for FYs 2021-22 to
2023-24 (stated as 37th, 38th, 39th instead
of correct 36th, 37th, 38th).

The error in AGM numbering was clerical in
nature and has since been corrected in all
subsequent disclosures. The Company will

take greater care in ensuring accurate

statutory disclosures.

The other comments of the auditor are self-explanatory and the company shall strive it's best
to comply with the statutory compliance in the future. The management of the company shall
take all necessary steps and actions to do proper and timely compliance. It assures to do timely
compliance in future under various applicable acts & regulations.

iii. Internal Auditor:

Mr. Jimit Gathani, Practicing Chartered Accountant, Mumbai performed the duties of internal
auditors of the company for the Financial Year 2024-25 and their report is reviewed by the
audit committee from time to time.

iv. Cost Auditor:

The Company is not required to appoint cost auditor pursuant to provisions of section 148 of
the Companies Act, 2013 and rules made thereunder.

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

Conservation of energy and technology absorption information pursuant to section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not
applicable. The details of Foreign Exchange Earnings and Outgo during the year are as follows:

Foreign Exchange Earnings

Foreign Exchange Outgo

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND
EMPLOYEES:

The Company had adopted a Whistle Blower Policy ("the Policy") as required under Section
177(9) of the Companies Act, 2013. The Policy has been formulated with a view to provide a
mechanism for directors and employees of the Company to approach the Chairman of the
Audit Committee of the Company in case of any concern. The Whistle Blower Policy may be
accessed on the Company's website at the link
www.petplasticslimited.com No complaints
were received during the financial year 2024-25.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company's Promoters,
Directors, Management or their relatives, which could have had a potential conflict with the
interests of the Company; hence details are not required to be given under AOC-2. The details
of the related party transactions are provided elsewhere in this annual report in the Notes to
Accounts to the Financial Statements. Transactions with related parties entered by the

Company in the normal course of business are periodically placed before the Audit Committee
for its omnibus approval.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Companies Act, 2013 requiring disclosure in the financial
statements giving particulars of the loans given, investment made or guarantee given or
security provided and the purpose for which the loan or guarantee or security is proposed to
be utilized by the recipient of the loan or guarantee or security, if any are forming part of the
financial statements.

POSTAL BALLOT:

During the year, your Company has not passed any resolution through Postal Ballot.
CORPORATE GOVERNANCE:

Effective Corporate Governance practices constitute the strong foundation on which successful
commercial enterprises are built to last. Our Corporate Governance practices are reflection of
our value system encompassing our culture, policies, and relationships with our stakeholders.
Integrity and transparency are key to our corporate governance practices to ensure that we gain
and retain the trust of our stakeholders at all times. Corporate governance is about maximizing
shareholders value legally, ethically and sustainably.

In terms of Regulation 15 of SEBI Listing Regulation, 2015, compliance relating to Corporate
Governance, is not applicable to your Company as the Paid-Up Share Capital is not exceeding
Rs. 10 Crores and Net Worth not exceeding Rs. 25 crores on the last day of the previous financial
year. Further, the Company has also filed Non-Applicability Certificate of Corporate
Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the exchange.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for F.Y. 2024-25 shall be available on
Company's website at
https:/ / petplasticslimited.com/.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial
statements. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. The internal auditor of
the Company checks and verifies the internal control and monitors them in accordance with
policy adopted by the Company. The Company continues to ensure proper and adequate
systems and procedures commensurate with its size and nature of its business. During the year,
such controls were tested and no reportable material weakness in the design or operation was
observed.

MANAGEMENT DISCUSSION AND ANALSIS REPORT:

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations
is presented in a separate section forming part of this Annual Report. It provides details about
the overall industry structure, global and domestic economic scenarios, developments in
business operations/performance of the Company's various businesses, internal controls and
their adequacy, risk management systems, human resources and other material developments
during the Financial Year 2024-25.

WTD/CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial
Officer on the financial statements and Internal Controls relating to financial reporting has been
obtained.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the
Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the
Company has adopted IND AS and the financial statements for the year ended March 31, 2025
are prepared in accordance to the same.

SECRETARIAL STANDARDS DISCLOSURE:

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to
'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly
followed by the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years.
Therefore, there were no funds which were required to be transferred to investor Education
and Protection Fund (IEPF).

GENERAL:

Your director's state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential right as to dividend, voting or otherwise.

b. Issue of Shares (Including sweat equity shares) to employees of the Company under any
scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Director of the Company receives any
remuneration or commission.

d. No significant or material order was passed by the regulators or courts or tribunals which
impact the going concern status and the Company's operation in future.

e. There were no material changes and commitments affecting the financial position of the
Company between end of the financial year and the date of this report. It is hereby confirmed
that there has been no other change in the nature of business of the Company.

f. The Company has zero tolerance for sexual harassment at the workplace. During the year
under review, the Company is neither required to adopt policy for prevention of Sexual
Harassment of Women at Workplace nor to constitute Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

g. The provisions of Corporate Social Responsibility (CSR) are not applicable to your company.

h. The Company has not raised funds through preferential allotment or qualified institutional
placement.

i. During the year under review, the Company has not made any application under Insolvency
and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the
end of the financial year.

j. During the year, the Company has not undergone any one-time settlement and therefore the
disclosure in this regard is not applicable.

ACKNOWLEDGEMENT:

The Board of Directors of your Company wishes to express gratitude for the cooperation,
guidance and support received from the Ministry of Finance, various other Ministries and
Departments of the Government of India, Securities and Exchange Board of India, the Reserve
Bank of India, other regulatory bodies and State Governments. The Board of Directors also
acknowledges the continue cooperation received from all overseas correspondent banks and
other members of the banking fraternity. The Board of Directors would like to sincerely thank
Banks, Financial Institutions and other investors and shareholders for their continued support.
The Directors of your Company place on record their appreciation of the dedicated and sincere
service rendered by the officers and staff at all levels.

By Order of the Board
For Pet Plastics Ltd

Sd/-

Mr. Ritesh Vijay Vakil
Managing Director
(DIN: 00153325)

Dated: 02/08/2025
Place: Mumbai

1

For the purpose of considering the limit of committee memberships and chairmanships of a
Director, Audit Committee and Stakeholders Relationship Committee of public limited companies
have been considered.

B. Meeting of independent Directors:

A meeting of the Independent Directors was held on August 12, 2024 pursuant to Section
149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

2

The Board approved the appointment of Ms. Komal Balasaheb Bamdale (DIN: 10720069) as
an Additional Director (Non-Executive, Non-Independent) of the Company, with effect from
August 30, 2024.


 
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