Pet Plastics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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.


Mar 31, 2024

Your Directors have pleasure in presenting the 39th Directors Report together with the Audited Financial
Statements for the period ended on March 31, 2024.

RESULT OF OPERATIONS - EXTRACT (standalone):

(Amount in Lakhs)

PARTICULARS

2023-24

2022-23

Revenue from Operations

795.98

621.59

Other Income

75.53

44.89

Total Income

871.51

666.48

Total Expenses

853.54

673.47

Profit/(Loss) for the year before taxation

17.97

(7.00)

Tax Expenses

4.67

0.00

Profit /(Loss) after tax

13.30

(7.00)

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

Basic

2.66

(1.40)

Diluted

2.66

(1.40)

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:

The total revenue of the Company has increased from Rs. 621.59 lakhs in the previous year to Rs. 795.98
lakhs during the year. During the year under review, the Company has earned the profit of Rs. 13.30 lakhs as
compared to previous year loss of Rs. 7 Lakhs. The Company performed well during the Financial Year of
2023-24 by efficiently managing the available resources, which resulted into improved quality of the
products. The Company is taking all necessary steps to reduce wastages and make production cost efficient
and will surely be able to achieve its targets.

There are no material changes and commitments affecting the financial position of your Company which has
occurred between the end of the financial year 2023-24 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, 2024.

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, 2024 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, 2024 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, 2024 is as follow:

Category

No. of Directors

Non-Executive-Independent Directors

2

Non-Executive Directors

2

Executive Director

1

b. Number of Board Meetings

During the financial year ended March 31,2024, four (4) meetings of the Board of Directors were conducted
on May 20, 2023; August 10, 2023; November 06, 2023; and February 13, 2024. 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 Company**

Chairman

Member

Board

AGM

Chairman

Member

Mr. Ritesh Vijay
Vakil

Managing

Director

1,45,500

4

yes

--

1

--

2

Mrs. Aruna Ravilal
Tripathi

Non-Executive

Director

0

4

yes

--

--

--

1

Mrs. Vasarla Durga

Non-Executive

Director

0

4

yes

--

--

--

--

Mr. Timir Shah

Non-Executive

Independent

Director,

Chairman

0

4

yes

--

--

3

--

Mrs. Laxmi Donga
Shrinivas

Non-Executive

Independent

Director

0

4

yes

--

--

--

3

*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.

**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 February 13, 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.

C. Committees of Directors:

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 four (4) May 20, 2023; August 10, 2023; November 06, 2023; and February 13,
2024.
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 Meetings

Held

Attended

Mr. Timir Shah

Non-Executive,

Independent

Chairman

4

4

Mr. Ritesh Vakil (MD)

Executive

Member

4

4

Mrs. Laxmi Donga

Non-Executive,

Independent

Member

4

4

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 one (1) time in the
financial year ended March 31, 2024 on
August 10, 2023.

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 31,2024:

Name

Designation

Designation

No. of Meetings

Held

Attended

Mrs. Laxmi Donga

Non-Executive,

Independent

Chairperson

1

1

Mrs. Aruna Tripathi

Non-Executive

Member

1

1

Mr. Timir Shah

Non-Executive,

Independent

Member

1

1

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:

> Chairman of this committee shall be a non-executive director.

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 one time in the financial year ended March 31, 2024 on February 13, 2024. 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. Timir Shah

Non-Executive,

Independent

Chairperson

1

1

Mrs. Laxmi Donga

Non-Executive,

Independent

Member

1

1

Mr. Ritesh Vakil

Executive

Member

1

1

The Company during the year has received no complaints. No complaints are pending as on the year ended
March 31, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & Key Managerial Personnel of the Company as on March 31, 2024 is as follows:

Sr. No

Name of the director

DIN

Director

1.

Mr. Ritesh Vijay Vakil

00153325

Managing Director

2.

Mrs. Aruna Tripathi

00152312

Non-Executive Director

3.

Mr. Timir Shah

00185268

Chairman and Independent Director

4.

Mrs. Vasarla Durga

08593741

Non-Executive Director

5.

Mrs. Laxmi Donga Shrinivas

08593758

Non- Executive Independent Director

6.

Mr.Prajesh Pravinbhai
Chaudhary

PAN:

BBNPC2704C

Chief Financial Officer

7.

Trisha Tahalramani

PAN:

AWWPR8462M

Company Secretary

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, no changes that took place in the composition of the Board & KMP’s.
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. Aruna Ravilal Tripathi (DIN: 00152312), 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 familiarised 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 previous Annual General Meeting, to hold office from the conclusion of 37th Annual General
Meeting till conclusion of 42nd Annual General Meeting..

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. Nuren Lodaya and Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the
Company for the financial year ended March 31, 2024.

The Secretarial Audit Report is annexed and detailed in Annexure C to this reportherewith. 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

Delay for Quarter 2 Results

It may be noted that the Company have duly
submitted Financial Statement in PDF and in XBRL
mode within prescribed time. However, at the
time of submission of PDF, one of the page of Cash
flow was missing which was duly submitted upon
query received from SEBI.

Shareholding pattern filed twice for
Quarter 3

Minor correction was required in the shareholding
pattern filed for Quarter 3 results. The same was

duly submitted along with requisite reasons on
Stock Exchange.

Resignation of Independent Director Mr.
Timir Shah

The term of one Independent Director, Mr. Timir
Shah, has exceeded the prescribed limit;
therefore, the Company is having him resign from
his position to ensure alignment with regulatory
requirements, while taking all necessary steps to
maintain governance standards

The other comments of the auditor are self-explanatory and the company shall strive its 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 2023-24 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

INR 0.00

Foreign Exchange Outgo

INR 0.00

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 2023-24.

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 utilised 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. 2023-24 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 2023-24.

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, 2024 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 Directors 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.

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
Pet Plastics Limited

Sd/- Sd/-

Mr. Ritesh Vijay Vakil Mrs. Aruna Tripathi

Director Director

DIN: 00153325 DIN: 00152312

Date: August 30, 2024
Place: Mumbai, Maharashtra


Mar 31, 2014

Dear Members,

The Directors present their Twenty Eighth Annual Report together with the Audited Statement of Accounts for the year ended 3rd March, 2014.

1. FINANCIAL RESULTS:

2013-2014 2012-2013

(Rupees in Lakhs) (Rupees in Lakhs)

Profit before depreciation and Taxes 63.80 161.18 and investment allowance reserves.

Depreciation for the year. 26.71 42.87

Profit before taxes and investment 37.09 118.31 allowance reserves.

Provision for taxation. 15.93 36.70

Balance 21.17 81.61

Balance brought forward. 1325.48 1243.87

Balance carried to Balance Sheet. 1346.65 1325.48

2. DIVIDEND:

In view of conservation of resources, the directors regret their inability to recommend any dividend on the equity shares of the company.

3. DIRECTORS:

Mr. Timir Shah, Director retires on rotation and being eligible offers himself for reappointment.

Your directors recommend her reappointment.

4. PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

5. AUDIT COMMITTEE:

As per the requirements of the Companies Act, 1956 and Listing Agreement, the Company has constituted an Audit Committee.

The Audit Committee met on 30/04/2013, 31/07/2013, 31/10/2013 and 30/01/2014 during the year under review.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, you''re Directors it is hereby confirmed:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

3. The directors have taken proper and sufficient care ofthe 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 an other irregularities;

4. The directors have prepared the annual accounts on a going concern basis.

7. SAFETY AND ECOLOGY:

Safety and Environment protection strategies continue to be accorded the same priority.

8. FIXED DEPOSITS:

The Company has not accepted any Deposit from the Public, during the year under review.

9. FINANCE:

Your Directors wish to further diversify its business and for the same it is necessary to raise funds and the Directors are in process of identifying the new line of business, which will be easily carried on with the existing business of the company. For further requirements of the company, the directors would be tapping various sources for raising the money, viz., loans, debentures, warrants and working capital facilities and factoring.

10. AUDITORS:

The Board has appointed MR. MULRAJ D. GALA Chartered Accountants, for year 31st March, 2015. The members are also requested to re-appoint Statutory Auditors to hold office for the conclusion of the next Annual General Meeting and to fix their remuneration.

11. CONSERVATION OF ENERGY:

The Company is not covered under the list of specified industries. However, required conservation measures are already taken for limiting power consumption to the extent necessary.

12. CORPORATE GOVERNANCE:

A report on Corporate Governance alongwith a Certificate of Compliance from the auditors forms part of this report.

14. LISTING AGREEMENT COMPLIANCE:

The company''s shares are listed on Bombay Stock Exchange, the company 1SIN activation no. 1SIN-1NE704F01018. The Company has reappointed M/s. Bigshare Services Pvt. Ltd., Mumbai as the Registrar and Share Transfer Agent. (As per norms of Bombay Stock Exchange)

15. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the support and assistance extended by Bankers, various Government Departments, Customers, Members and Employees at all levels of operation of your company. Your Directors wish to place on records their sincerely appreciation for the trust & confidence reposed in the company by the Shareholders.

16. REDEMPTION OF FACTORING DIVISION:

The Director wish to inform that factoring coupon with recourse & without recourse is held by investor & no default of coupon reported.

17. NETTING OFF DIVISION:

As permitted by RBI, company has followed netting off procedures.

18. SOCIAL PROGRAMMES:

No major progress could be made to "PET FOUNDATION PROGRAMME", but company is committed to this social advancement programme

For and on behalf of the Board Pet Plastics Limited

Vijay Vakil Chairman & Managing Director

Place: Mumbai Date: 14th August, 2014


Mar 31, 2013

The Directors present their Twenty Sixth Annuai Report together with the Audited Statement of Accounts for the year ended 31st March. 2013.

1. FINANCIAL RESULTS:

2012-2013 2011-2012 (Rupees in Lakhs) (Rupees in Lakhs)

Profit before depreciation and Taxes 161.18 172.03 and investment allowance reserves.

Depreciation for the year. 42.87 51.60

Profit before taxes and investment 118.31 133.86 allowance reserves.

Provision for taxation. 36.70 38.65

Balance 81.61 95.21

Balance brought forward. 95.21 1148.66

Balance carried to Balance Sheet. 1325.48 1243.87

2. DIVIDEND:

In view of conservation of resources, the directors regret their inability to recommend any dividend on the equity shares of the company.

3. DIRESTORS:

Mr. Mahesh Palshetkar, Director retires on rotation and being eligible offers himself for reappointment.

Your directors recommend her reappointment.

4. PARTICULARS OF EMPLOYEES:

The Company does not have any employee of tie category specified in Section 2]7 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

5. AUDIT COMMITTEE:

As per the requirements of the Companies Act, 1956 and Listing Agreement, the Company has constituted an Audit Committee.

The Audit Committee met on 27/04/2012. 31/07/2012, 31/10/2012 and 30/01/2013 during the year under review.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement, under Section 217(2 A A) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, you''re Directors it is hereby confirmed:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of The profit or loss of the company for that period; ''

3. The directors have taken proper and sufficient care of 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 an other irregularities;

4. The directors have prepared the annual accounts on a going concern basis.

7. SAFETY AND ECOLOGY:

Safety and Environment protection strategies continue to be accorded the same priority.

8. FIXED DEPOSITS:

The Company has not accepted any Deposit from the Public, during the year under review.

9. FINANCE:

Your Directors wish to further diversify its business and for the same it is necessary to raise funds and the Directors are in process of identifying the new Sine of business, which will be easily carried on with the existing business of the company. For further requirements of the company, the directors would be tapping various sources for raising the money, viz., loans, debentures, warrants and working capital facilities and factoring.

10. AUDITORS:

The Board has appointed MR.MULRAJ D. GALA Chartered Accountants, for year 31st March, 2013. The members are also requested to re-appoint Statutory Auditors lo hold office for the conclusion of the next Annual General Meeting and to fix their remuneration.

11. CONSERVATION OF ENERGY:

The Company is not covered under the list of specified industries. However, required conservation measures are already taken for limiting power consumption to the extent necessaiy.

12. CORPORATE GOVERANANCE:

A report on Corporate Governance alongv/ith a Certificate of Compliance from the auditors forms part of this report.

14. LISTING AGREEMENT COMPLIANCE:

The company''s shares are listed on Bombay Stock Exchange, the company ISIN activation no. ISIN-FNE704F01018. The Company has reappointed M/s. Bigshaie Services Pvt. Ltd., Mumbai as the Registrar and Share Transfer Agent. (As per norms of Bombay Stock Exchange)

15. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the support and assistance extended by Bankers, various Government Departments, Customers, Members and Employees at all levels cf operation of your company. Your Directors wish to place on records their sincerely appreciation for the trust & confidence reposed in the company by the Shareholders.

16. REEDEMPTION OF FACTORING DIVISION:

The Director wish to inform that factoring coupon with recourse & without recourse is held by investor & no default of coupon reported.

17. NETTING OFF DIVISION:

As permitted by RBI, company has foilowed netting off procedures.

18. SOCIAL PROGRAMMS:

No major progress could be made to " PET FOUNATION PROGRAMME but company committed to this social advancement programme

For and on bebalf af the Board

Pot Plastics Limited

Vijay Vakil

Chairman & Managing Director

Place: Mumbai

Date: 14th August, 2013


Mar 31, 2011

Twenty Fifth Annual Report together with the Audited the year ended 31st March, 2011.

ESULTS:

2010-2011 2009-2010 (Rupees in Lakhs) (Rupees in Lakhs) Profit before depreciation and Taxes and investment allowance reserves. 144.60 70.57

Depreciation for the year. 28.57 0.99

Profit before taxes and investment 116.03 69.58 allowance reserves.

Provision for taxation. 24.43 9.12

Balance 91.59 60.46

Balance brought forward. 1093.46 1,014.32

Balance carried to Balance Sheet. 1185.05 1,066.54

2. OPERATIONS:

During the year under review, the company carried on Export Trading, Repacking, Re-labeling and Export Service Provider Activity along with Manufacturing activity in Kandla Special Economic Zone on a full fledge basis.

a) The company proposes to raise finance from financial institution, the said fund shall be used to provide Special Economic Zone (SEZ) unit's package of assistance:

i. The general reserve & surplus fund of Rs.1185.07 Lakhs will be used for to act as indenting, storing selling, purchasing, and service- provider, export agent of buyers, seller and users and to provide package of assistance for goods and services from SEZ units and associate units.

b) Brief description of SEZ unit's package of assistance:

ii. The financial assistance will be such as arrangement from bank/institution for export, industrial, agro development, sick unit revival purpose etc. The finance limit such as funded, non-fund limits, margin/seed capital fund, investment in equity shares capital of client's company etc.

iii. The marketing assistance like Duty Free import of raw material, booking of export order for finished product, entering under export contract, capital goods under EPCG License, 161-export related services including net trading with overseas agent/buyers to associate DTA member units.

iv. The DTA member unit engaged in production or trades of export item either household, industrial, agro or other use will get assistance at concessional service charges. The selected export item must have a selling potential for next 3 years under export contract.

v. The Company shall act as a export service provider agency to render SEZ package of assistance in favor of clients from our SEZ units. The SEZ unit is planning to enter in to marketing agency agreement on service charges pay by use basis with Self Help Group (SHG) & trust (Working as without profit motto).

vi. The said trust must have C.F.C to render 25 facilities in favor of minimums 200-trained SHG in 400 & above acre of agro-land/ west-land at concessional/free rate under their trust income generation programme for SHG supported by people for donation & Government priority sector benefited scheme in rural area/village & surrounding area.

vii. The agreement is for marketing & export sale by SHG to SEZ units of Agro/ Horticulture/Dairy/S.S.I base produce & product goods at break-even rate inclusive for permitted to add in break-even point the 10% profit margin on sale/purchase with _ 20% market fluctuation rate during contracted period. (Break-even rate cannot be very beyond 10%)

c) Each SHG of trust will able to produce goods worth of Rs.67 Cr. Over the period of 15 years on 20 years ownership/lease/sub-lease of own/trust agro-land/west-land as per the project report under contact farming agreement between company & trust.

d) Simultaneously, we also enter in to an agreement with foreign buyer for the onward export sale supply/delivery form our SEZ units of said agro goods & other goods over a period of 15 years to buyer's destination on F.O.B/C.I.F rate basis.

e) Company need Performance Bank Guarantee (P.B.G) of Rs.67 Cr. to be given to overseas buyers for receiving equivalent inward foreign exchange (USD) remittance of advance payment in swift A/C for the export of goods worth of INR 67 C r.

f) We need such a type of 200 P.B.G which is pending under negotiation with bank/liaison consultant.

3. DIVIDEND:

In view of conservation of resources, the directors regret their inability to recommend any dividend on the Equity shares of the company.

4. DIRECTORS:

Mr. Mahesh Palshethkar, Director retires on rotation and being eligible offers himself for reappointment. Your directors recommend her reappointment.

5. PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

6. AUDIT COMMITTEE:

As per the requirements of the Companies Act, 1956 and Listing Agreement, the Company has constituted an Audit Committee. The Audit Committee met on 29/04/2010, 30/07/2010, 30/10/2010 and 30/01/ 2011 during the year under review.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities Statement, you're Directors it is hereby confirmed:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

3. The directors have taken proper and sufficient care of 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 an other irregularities;

4. The directors have prepared the annual accounts on a going concern basis.

8. SAFETY AND ECOLOGY:

Safety and Environment protection strategies continue to be accorded the same priority.

9. FIXED DEPOSITS:

The Company has not accepted any Deposit from the Public, during the year under review.

10. FINANCE:

Your Directors wish to further diversify its business and for the same it is necessary to raise funds and the Directors are in process of identifying the new line of business, which will be easily carried on with the existing business of the company. For further requirements of the company, the directors would be tapping various sources for raising the money, viz., loans, debentures, warrants and working capital facilities and factoring.

11. AUDITORS:

Due to his pre-occupation the proprietor of SUDHIR OLTIKAR & CO. had expressed its unwillingness to continue as Statutory Auditors of the company. As such the company appointed P.G. RANADE & CO. Chartered Accountants as Statutory Auditors of the company, at the meeting, is eligible for re-appointment till next Annual General Meeting and to fix their remuneration.

12. CONSERVATION OF ENERGY:

The Company is not covered under the list of specified industries. However, required conservation measures are already taken for limiting power consumption to the extent necessary.

13. CORPORATE GOVERANANCE:

A report on Corporate Governance along with a Certificate of Compliance from the auditors forms part of this report.

15. LISTING AGREEMENT COMPLIANCE: The company's shares are listed on Bombay Stock Exchange. the company ISIN activation no. ISIN-INE704F01018. The Company has reappointed M/s. Big share Services Pvt. Ltd., Mumbai as the Registrar and Share Transfer Agent. (As per norms of Bombay Stock Exchange)

16. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the support and assistance extended by Bankers, various Government Departments, Customers, Members and Employees at all levels of operation of your company. Your Directors wish to place on records their sincerely appreciation for the trust & confidence reposed in the company by the Shareholders.

17. REEDEMPTION OF FACTORING COUPON:

a) We are pleased to inform you that the company has successfully collected the factoring amount from the investors against the issue of factoring coupon with and without recourse.

b) Redemption of factoring of coupon:

i. The factoring coupon will be redeemed on or extended period with benefit thereof against factoring business investment assets account including the principal amount and accretions if any of Vikram Project Ltd to the tune Rs.5,922,144.77, Vandana Enterprises to the tune Rs.5,899,986.00 and Fair Heaven Plastics Pvt. Limited to the tune Rs.2,346,221.00.

c) We are glad to inform you that the factoring business investment assets division has been well monitored by your appointee manager Ritesh V. Vakil.

d) The income if generated from the said factoring division will be transferred into the General Reserve & Surplus account only after the deduction of redeemable factoring coupons after due date/extended period against recovery of subjudice collection amount of Vikram Project Limited and Vandana Enterprises.

e) The Factoring Coupon Amount & Factoring Investment Asset Amount are transferred to the Factoring Division. Mr. Ritesh V. Vakil, Manager is monitoring the Factoring Business Investment under his supervision & is in charge of the said division.

f) Mr. Ritesh Vakil is empowered to appoint agents & sub-agents for negotiation of Factoring Coupon with and without commission in favor of the factorer. He has to collect Factoring Coupon amount without recourse up to the outstanding collection from subjudice a/c of M/s. Vandana Enterprise & M/s. Vikram Project Ltd.

18. NETTING OFF DIVISION:

a) We have pleased to inform you that the Company has made 'Netting off' Division as permitted by RBI circular.

b) The 'Netting off' of Sundry Debtors & Sundry Creditors are to be treated as Netting Off Debtors & Netting Off Creditors. The 'Netting off' is allowed to units in Special Economic Zones (SEZ).

19. SOCIAL PROGRAMMS:

Your company's arm to fulfill its responsibility to society at large and serve the under privilege in the Urban, Semi Urban & Rural area will be named as "PET FOUNDATION".

Pet Foundation will be active in all the cities and villages where Pet Plastics Limited's presence is significant. The Pet Foundations will provide Export Services / Assistance from SEZ in the field of common facilities center render by various NGO under their programme. The common facilities like Education, Healthcare, Livelihood, Environment, Rehabilitation of Destitute, Slum Development, Social Designs, Emergency / Trauma care, Economic upliftment of trained persons / SHG / Entrepreneur by arranging income generating opportunities programme in the field of Agro / SSI Sector, Trust (working without profit motto) with assistance in marketing, motivation & awareness camp / seminar / get together to people for Donation, Government for Subsidy, Landowner to provide long term lease basis to the Trust / Association SHG etc.

The intellectual capital that Pet Foundation will mobilize from amongst Pet Associates and their family member has a tremendous potential to add enormous value in community service.

Pet Plastics Limited has opened a Pet Gem & Jewellery division and the same is running successfully.

Pet Foundation will work with Government, other NGO & academic institution. All that the foundation will be guided by the principles inclusively No Cheque Book Charity, Ownership for out comes, Volunteering & Brand Value. The work taken up by Pet Foundation, work is under progress.

20. Division:

Pet Plastics Limited has opened following divisions:

a) Pet Gems & Jewellery

b) Pet Softech division

c) Pet Foundation

For and on behalf of the Board

Pet Plastics Limited

Vijay Vakil

Chairman & Managing Director

Place: Mumbai

Date : 16th August, 2011


Mar 31, 2010

The Directors present their Twenty Fourth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS;

2009-2010 2008-2009

(Rupees in Lakhs) (Rupees in Lakhs)

Profit before depreciation and Taxes

and investment allowance reserves. 70.57 55.26

Depreciation for the year. 0.99 1.14 Profit before taxes and investment allowance reserves. 69.58 54.12

Provision for taxation. 9.12 1.53

Balance 60.46 52.59

Balance brought forward. 1,014.32 906.71

Balance carried to Balance Sheet. 1,066.54 959.30



2. OPERATIONS:

During the year under review, the company carried on Export Trading, Repacking, Relabeling and Export Service Provider Activity alongwith Manufacturing activity in Kandla Special Economic Zone on a full fledge basis.

a) The company proposes to raise finance from financial institution, the said fund shall be used to provide Special Economic Zone (SEZ) units package of assistance:

i. The general reserve & surplus fund of Rs. 1075.54 Lakhs will be used for to act as indenting, storing selling, purchasing, service provider, export agent of buyers, seller and users and to provide package of assistance for goods and services from SEZ units and associate units.

b) Brief description of SEZ units package of assistance:

ii. The financial assistance will be such as arrangement from bank/institution for export, industrial, agro development, sick unit revival purpose etc. The finance limit such as funded, nonfund limits, margin/seed capital fund, investment in equity shares capital of clients company etc.

iii. The marketing assistance like Duty Free import of raw material, booking of export order for finished product, entering under export contract, capital goods under EPCG Licence, 161export related services including net trading with overseas agent/buyers to associate DTA member units.

iv. The DTA member unit engaged in production or trade of export item either household, industrial, agro or other use will .gel assistance at concessional service charges. The selected export item must have a selling potential for next 3 years under export contract.

c) v. The Company shall act as a export service provider agency to render SEZ package of assistance in favour of clients from our SEZ units. The SEZ unit is planning to enter in to marketing agency agreement on service charges pay by use basis with Self Help Group (SHG) & trust (Working as without profit motto).

vi. The said trust must have C.F.C to render 25 facilities in favour of minimums 200 trained SHG in 400 & above acre of agroland/ westland at concessional/free rate under their trust income generation programme for SHG supported by people for donation & Government priority sector benefited scheme in rural area/village & surrounding area.

vii. The agreement is for marketing & export sale by SHG to SEZ units of Agro/Horticulture/Dairy/S.S.l base produce & product goods at breakeven rate inclusive for permitted to add in breakeven point the 10% profit margin on sale/purchase with + 20% market fluctuation rate during contracted period. (Break even rate cannot be very beyond 10%)

d) Each SHG of trust will able to produce goods worth of Rs.67 Cr. Over the period of 15 years on 20 years ownership/lease/sublease of own/trust agroland/westland as per the project reportunder contact farming agreement between company & trust.

e) Simultaneously, we also enter in to an agreement with foreign buyer for the onward export sale supply/delivery form our SEZ units of said agro goods & other goods over a period of 15 years to buyers destination on F.O.B/C.l.F rate basis.

f) Company need Performance Bank Guarantee (P.B.G) of Rs.67 Cr. to be given to overseas buyers for receiving equivalent inward foreign exchange (USD) remittance of advance payment in swift A/C for the export of goods worth of INR 67 Cr.

g) We need such a type of 200 P.B.G which is pending under negotiation with bank/liaison consultant.

3. DIVIDEND:

In view of conservation of resources, the directors regret their inability to recommend any dividend on the Equity shares of the company.

4. DIRECTORS:

Mr.Timir Shah, Director retires on rotation and being eligible offers himself for reappointment. Your directors recommend her reappointment.

5. PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the. category specified in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

6. AUDIT COMMITTEE:

As per the requirements of the Companies Act, 1956 and Listing Agreement, the Company has constituted an Audit Committee.

The Audit Committee met on 2/05/2009, 30/07/2009, 31/10/09 and 30/01/2010 during the year under review.

7.DiRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, your Directors it is hereby confirmed:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

3. The directors have taken proper and sufficient care of 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 an other irregularities;

4. The directors have prepared the annual accounts on a going concern basis.

8. SAFETY AND ECOLOGY:

Safety and Environment protection strategies continue to be accorded the same priority.

9. FIXED DEPOSITS:

The Company has not accepted any Deposit from the Public, during the year under review.

10. FINANCE:

Your Directors wish to further diversify its business and for the same it is necessary to raise funds and the Directors are in process of identifying the new line of business, which will be easily carried on with the existing business of the company. For further requirements of the company, the directors would be tapping various sources for raising the money, viz., loans, debentures, warrants and working capital facilities and factoring.

11. AUDITORS:

Due to his preoccupation the proprietor of O.G.Soni & Co., had expressed its unwillingness to continue as Statutory Auditors of the company. As such the company appointed M/s. SUDHIR OLTIKAR & CO., Chartered Accountants as Statutory Auditors of the company, at the meeting, are eligible for reappointment till next Annual General Meeting and to fix their remuneration.

12. CONSERVATION OF ENERGY:

The Company is not covered under the list of specified industries. However, required conservation measures are already taken for limiting power consumption to the extent necessary.

13. CORPORATE GOVERANANCE:

A report on Corporate Governance alongwith a Certificate of Compliance from the auditors forms part of this report.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs in Lakhs)

Earnings: Exports (FOB): Rs. 5058.01

(Previous Year: Rs.5581.14)

Outgoing: Imports: Rs. NIL

(Previous year: Rs. NIL)

Foreign Travel: rS. nil

(Previous year: Rs. NIL)

15. LISTING AGREEMENT COMPLIANCE:

The companys shares are Listed on Bombay Stock Exchange. The company 1SIN activation no. ISIN INE704F01018. The Company has reappointed M/s. Bigshare Services Pvt. Ltd., Mumbai as the Registrar and Share Transfer Agent, (as per norms of Bombay Stock Exchange)

16. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the support and assistance extended by Bankers, various Government Departments, Customers, Members and Employees at all levels of operation of your company. Your Directors wish to place on records their sincerely appreciation for the trust & confidence reposed in the company by the Shareholders.

17. REEDEMPTION OF FACTORING COUPON:

a) We are pleased to inform you that the company has successfully collected the factoring amount from the investors against the issue of factoring coupon with and without recourse.

b) Redemption of factoring of coupon:

i. The factoring coupon will be redeemed on or extended period with benefit thereof against factoring business investment assets account including the principal amount and accretions if any of Vikram Project Ltd to the tune Rs.5,922,144.77, Vandana Enterprises to the tune Rs.5,899,986.00 and Fair Heaven Plastics Pvt Limited to the tune Rs.2,346,221.00.

c) We are glad to inform you that the factoring business investment assets division has been well monitored by your appointee manager Ritesh V. Vakil.

d) The income if generated from the said factoring division will be transferred into the General Reserve & Surplus account only after the deduction of redeemable factoring coupons after due date/extended period against recovery of subjudice collection amount of Vikram Project Limited and Vandana Enterprises.

e) The Factoring Coupon Amount & Factoring Investment Asset Amount are transferred to the Factoring Division. Mr. Ritesh V. Vakil, Manager is monitoring the Factoring Business Investment under his supervision & is incharge of the said division.

f) Mr. Ritesh Vakil is empowered to appoint agents & subagents for negotiation of Factoring Coupon with and without commission in favour of the factorer. He has to collect Factoring Coupon amount without recourse upto the outstanding collection from subjudice a/c of M/s. VarrdanaEnterprise£M/s. Vikram Project Ltd.

18. NETTING OFF DIVISION:

a) We have pleased to inform you that the Company has made Netting off Division as permitted by RBI circular.

b) The Netting off of Sundry Debtors & Sundry Creditors are to be treated as Netting Off Debtors & Netting Off Creditors. The Netting off is allowed to units in Special Economic Zones (SEZ).

19. SOCIAL PROGRAMMS;

Your companys arm to fulfill its responsibility to society at large and serve the under privilege in the Urban, Semi Urban & Rural area will be named as "PET FOUNDATION".

Pet Foundation will be active in all the cities and villages where Pet Plastics Limiteds presence is significant. The Pet Foundations will provide Export Services / Assistance from SEZ in the field of common facilities center render by various NGO under their programme. The common facilities like Education, Healthcare,

Livelihood, Environment, Rehabilitation of Destitute, Slum Development, Social Designs, Emergency / Trauma care, Economic upliftment of trained persons / SHG / Entrepreneur by arranging income generating opportunities programme in the field of Agro / SSI Sector, Trust (working without profit moto) with assistance in marketing, motivation & awareness camp / seminar / get together to people for Donation, Government for Subsidy, Landowner to provide long term lease basis to the Trust / Association SHG etc.

The intellectual capital that Pet Foundation will mobilize from amongst Pet Associates and their family member has a tremendous potential to add enormous value in community service.

Pet Plastics Limited has opened a Pet Gem & Jewellery division and the same is running successfully.

Pet Foundation will work with Government, other NGO & academic institution. All that the foundation will be guided by the principles inclusively No Cheque Book Charity, Ownership for out comes, Volunteering & Brand Value.

The work taken up by Pet Foundation, work is under progress.

20. Division:

Pet Plastics Limited has opened following divisions:

a) Pet Gems & Jewellery

b) Pet Softech division

For and on behalf of the Board Pet plastics Limited

Vijay Vakil Chairman & Managing Director

Place: Mumbai

Date: 2nd August, 2010


Mar 31, 2003

The Directors are pleasure to present the Sixteenth Annual Report together with the audited statements of accounts for year ended 31st March, 2003.

1. FINANCIAL RESULTS:

Current year Previous Year Rupees Rupees

Profit before depreciation and 1,15,50,713.42 22,15,492 Taxes and investment allowance Reserves.

Depreciation for the year 66,800.00 66.800

Profit before taxes and 1,14,83,913.42 21,48,692 Investment allowance reserve.

Provision for taxation - -

1,14,83,913.42 21,48,692

Balance brought forward 1,86.18.460.00 1.64.69.768

Balance carried to Balance Sheet 3,01.02.372.42 1,86,18,460

7. OPERATIONS:

During the year under review, the company started Export Trading, Re-packaging, Re- labeling and Export Service Provider Activity alongwith Manufacturing Activity in Kandla Special Economic Zone on a full fledge basis.

3. DIVIDEND:

The Directors regret their inability to recommend any dividend on the Equity Shares as the same is require to replug the same in Export Activity Business.

4. DIRECTORS:

Ms. Nandita. Sharma retires and being eligible offers herself for reappointment.

5. DEPOSITS:

The company has not invited / solicited fixed deposits from public during the year under review.

6. FINANCE:

Your company wishes to diversify its business and for this purpose needs to raise money. The Directors are identifying new items in the existing set up. However, this may entail some capital expenditure. Therefore, to meet this end the directors would be taping various sources for raising the money viz. loans, debentures and working capital facilities.

7. EMPLOYEES:

The company had no employees of the category mentioned in section 217 (2A) of the Companies Act, 1956.

8. AUDITORS:

You are requested to appoint Auditors for the current year and to fix their remuneration. The retiring Auditors M/s. Dedhia Talak Devji, Chartered Accountants, offer themselves for reappointment. You are requested to appoint Auditors for the current year.

9. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, regarding conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo is given in the Annexure A and forming Part of the Directors Report.

10. CORPORATE GOVERANANCE:

A report on Corporate Governance alongwith a Certificate of Compliance from the auditors forms part of this report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors reports that:

1) In the presentation of Annual Accounts, The applicable accounting standards have been followed & that there were no material departures there from.

2) The Accounting Policies have been selected & applied consistently & that the judgements & estimates made are reasonable & prudent so as to give a true & fair view of state of affairs of the Company at the end of the Financial years & of the Profit of the Company for the Period.

3) Proper & Sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company & for preventing & detecting fraud and other irregularities,

4) The Annual Accounts have been prepared on going concern basis.

12. ACKNOWLEGMENTS:

The Directors wish to place on record their appreciation for the support and assistance extended by Bankers, various Government Departments, Customers, Members and Employees at all levels of operation of your company. Your Directors wish to place on records their sincerely appreciation for the trust & confidence reposed in the company by the Shareholders.

13. SHAKE TRADING:

The Directors have attended the personal hearing granted by the Listing Committee for Revocation of Trading Suspension. On representation made by Director Ms. Aruna R. Tripathi the Listing Committee have lifted up the Trading Suspension from the companys security on date 2/04/2003. The company security has been shifted from B2 to Z category. The Directors have requested the Listing Committee to restore the same in B2 category and waiting for the same. The company ISIN activation no. ISIN - INE704F01018. The company have appointed M/s. Bigshare Services Pvt. Ltd., Mumbai as the Registrar and Share Transfer Agent.

14. EXPLAINTORY NOTES:

1. Purpose to use of fund to provide SEZ units package of assistance:

The general reserve & surplus fund of Rs.3.71 cr will be used for to act as indenting, storing, selling, purchasing, service-provider, export agent of buyers, sellers and users and to provide package of assistance for goods and service from SEZ units and associate units.

2. Brief description of SEZ units package of assistance:

The SEZ units through liaison consultant group will assist as per LOP and Exim Policy by arranging/providing package of assistance both finance/marketing.

The Financial assistance will be such as arrangement from bank/institution for export, industrial, agro development, sick unit revival purpose etc. The finance limit such as funded, non-funded limits, margin/seed capital fund, investment in equity shares capital of clients company etc.

The Marketing assistance like Duty Free import of raw material, booking of export order for finished product, entering under export contract, capital goods under EPCG Licence, 161-export related services including net-trading with overseas agent/buyers to associate DTA member units.

The DTA member unit engaged in production or trade of export item either household, industrial, agro or any other use will get assistance at concessional service charges. The selected export item must have a selling potential for next 3 years under export contract.

3. Condition for selection of export item to be promoted by company:

The export item produced or trade by member unit must be assist or promoted by Government and their co-ordination department under Exim-policy for grant, subsidy, export packing credit facilities at concessional working capital, sick unit with revival of package of assistance approved by authorities for waiver of interest, penal interest, fine, installment payment, grant, subsidy of rural area development etc.

4. Financial transaction between company and sick unit client:

(i) The performance of export item under export contract/order shall be backed by performance-guarantee bond which will be backed by bank guarantee / cash-deposit/ security deposit provided by sick unit in favour of company.

(ii) It is resolved that the investment amount will be available for purchase of equity shares with any single sick unit producing export item as mentioned above shall be maximum limited up to 10% of the general reserves & surplus fund of the company and / or company shall not purchase more than 40% of the total paid-up value of equity shares of sick unit available at market discounted rate under offer, by the promoter of sick unit, subject to final approval from Board of Directors of company from time to time.

5. Long/short term appreciation benefit of equity shares of sick unit company will pass in favour of beneficiary as follows:

The investment amount in shares of the sick unit will be re-liquidate with applicable interest by selling amongst the present equity holder of the company in below mentioned 3 categories on monthly/quarterly basis as under:

a) The cost of investment will be the principal investment amount with 10/15/20 % cumulative interest calculated from the date of investment in equity shares of sick unit company till the liquidity realisation period. The equity shares of the sick unit will be sold at arrived calculated cost in favour of 10/5/1 year category holder of equity shares of company respectively irrespective of market price of equity shares of the sick unit in Stock Exchange.

(b) The balance sick unit shares will be sold to other less then one year equity share holder of company at a discount of 10 to 15 % of market value.

(c) The balance equity shares of unit will be sold in open market by company from time to time.

For and on Behalf Of the Board, Pet Plastics Limited

Vijay Vakil Chairman & Managing Director

Place: Mumbai. Date: 30th July, 2003.


Mar 31, 2002

The Directors are pleasure to present the Sixteenth Annual Report together with the audited statements of accounts for year ended 31st March, 2002.

1. FINANCIAL RESULTS:

Current year Previous Year Rupees Rupees

Profit before depreciation and 22, 15, 492 17, 50, 024 Taxes and investment allowance Reserves.

Depreciation for the year 66, 800 66, 800

Profit before taxes and Investment allowance reserve. 21, 48, 692 16, 83, 225

Provision for taxation - -

21, 48, 692 16, 83, 225

Balance brought forward 1, 64, 69, 768 1, 47, 86, 543

Balance carried to Balance Sheet 1, 86, 18, 460 1, 64, 69, 768



2. OPERATIONS:

The Company has started Export Trading. Re-packaging and Re-labeling Activity alongwith Manufacturing Activity in Kandla Special Economic Zone.

3. DIVIDEND:

The Directors regret their inability to recommend any dividend on the Equity Shares as the same is require to replug the same in Export of Trading, Re-packaging and Re- labeling Activity Business.

4. DIRECTORS:

Mr. S. Ganti and Ms. Nandita Sharma retires on. rotational basis.

The Board of Directors welcomes Mr. Timir Shah who shall join us on the Board till the next AGM & we hereby seek are members concerned for his appointment for which we are confident you shall do so for the betterment of the company. All the other Directors have consented for continuity.

5. DEPOSITS:

The Company has not invited / solicited fixed deposits from public during the year under review.

6. FINANCE:

Your Company wishes to diversify its business and for this purpose needs to raise money. The Directors are identifying new items in the existing set up. However, this may entail some capital expenditure. Therefore, to meet this end the directors would be taping various sources for raising the money viz. loans, debentures and working capital facilities.

7. EMPLOYEES:

The Company had no employees of the category mentioned in section 217 (2A) of the Companies Act, 1956.

8. AUDITORS:

You are requested to appoint Auditors for the current year and to fix their remuneration. The retiring Auditors M/s Dedhia Talak Devji. Chartered Accountants, offer themselves for reappointment. You are requested to appoint Auditors for the current year.

9. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of section 217(l)(e) of the Companies Act. 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, regarding conservation of energy. Technology absorption and Foreign Exchange earning and outgo is given in the Anrexure A and forming Part of the Directors Report.

10. CORPORATE GOVERANANCE:

A report on Corporate Governance along with a Certificate of Compliance from the auditors forms part of this report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act. 1956, the Board of Directors reports that:

1) In the presentation of Annual Accounts, The applicable accounting standards have been followed & that there were no material departures there from.

2) The Accounting Policies have been selected & applied consistently & that the judgements & estimates made are reasonable & prudent so as to give a true & fair view of state of affairs of the Company at the end of the Financial years & of the Profit of the Company for the Period.

3) Proper & Sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities,

4) The Annual Accounts have been prepared on going concern basis.

12. ACKNOWLEGMENTS:

The Directors wish to place on record their appreciation for the support and assistance extended by Bankers, various Government Departments, Customers, Members and Employees at all levels of operation of your Company. Your Directors wish to place on records their sincerely appreciation for the trust & confidence reposed in the company by the Shareholders.

For and on Behalf Of the Board, Pet Plastics Limited

Vijay Vakil Chairman & Managing Director.

Place: Mumbai. Dated: 31st May, 2002.

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