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 items and Tax Expense
|
200.95
|
Less: Depreciation expense
|
16.49
|
Profit/loss before Finance, Costs, Exceptional items and Tax Expense
|
184.46
|
Less: Finance costs
|
20.62
|
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense
|
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 Company i.e. on November 23, 2023
|
-
|
1,39,64,380
|
Allotment of 22,78,562 equity shares of Rs. 10/- each fully paid up pursuant to Right Issue (on February 29, 2024)
|
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 Vaghasiya
|
Executive Director
|
Chairman
|
2.
|
Mr. Vipulbhai Dulabhai Mendapara
|
Executive Director
|
Managing Director
|
3.
|
Mr. Gauravbhai Chhaganbhai Gopani
|
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 Meeting
|
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 Meeting attended
|
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 Kambodi
|
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 Kambodi
|
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 Kambodi
|
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 Mendapara
|
Associate
|
2.
|
Ms. Vaishnavi Prafulbhai Vaghasia
|
Associate
|
3.
|
Mr. Prafulkumar Karsanbhai Vaghasiya
|
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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