Your directors present herewith 31st Annual Report of the AmbitiousPlastomac Company Limited ("the Company" or "APCL") together withthe audited financial statements for the financial year ended 31st March 2022.
1) FINANCIAL RESULTS:
The financial performance of the Company for the financial year ended 31stMarch 2022 are summarized below: -
|Particulars ||For the Year Ended 31st March 2022 ||For the Year Ended 31st March 2021 |
|Revenue from Operations ||0.00 ||0.00 |
|Other income ||0.00 ||0.00 |
|Total Income ||0.00 ||0.00 |
|Profit before Depreciation Finance Costs and Taxation ||(12.22) ||(10.96) |
|(Less:) Depreciation ||(0.00) ||(0.00) |
|(Less:) Finance Cost ||(0.01) ||(0.02) |
|Profit before Taxation ||(12.21) ||(10.96) |
|(Less:) Tax Expenses ||(0.00) ||(0.00) |
|Profit after Tax ||(12.21) ||(10.96) |
|Other Comprehensive Income ||0.00 ||0.00 |
|Total comprehensive income for the year ||(12.21) ||(10.96) |
2) STATE OF THE COMPANY'S AFFAIRS:
During the period under review your Company has made a loss of ^ 12.21 Lakhs howeveryour directors are confident and optimistic of achieving upward growth and achieving muchbetter results in the coming years.
3) TRANSFER TO RESERVE:
In view of losses the Board of Directors of the Company has decided not to transferany amount to the Reserves for the year under review.
In view of losses your directors do not recommend any dividend for the year underreview.
5) DIVIDEND DISTRIBUTION POLICY:
As on 31st March 2022 Company does not fall into top 1000 listed entitiesbased on market capitalization. Hence formulation of dividend distribution policy doesnot applicable to the Company.
6) CONSOLIDATED FINANCIAL STATEMENTS:
As on 31st March 2022 the Company has no subsidiary associate or jointventure company as defined under Act. Hence provisions of the Section 133 of the Act andInd AS - 110 - Consolidated Financial Statement does not applicable to the Company.
7) TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO IEPF:
No dividend was declared by the Board of Directors of the Company for the financialyear 2014-2015. Hence there is no requirement to transfer unclaimed dividend / Shares toIEPF.
8) SHARE CAPITAL STRUCTURE:
During the financial year ended 31st March 2022 the Company has notaltered / modified the authorised share capital of the Company. As on 31st March 2022the paid-up share capital of the Company was ^ 58100000/- divided into 5810000 equityshares of ^ 10/- each fully paid up and there has been no change in the capital structureof the Company. Further the Company have resolved the records of listed capital with BSEand CDSL.
The members have approved sub-division of each existing equity share of face value of ^10/- (Rupees Ten only) each into Two (2) equity shares of face value of ^ 5/- (Rupees FiveOnly) each which shall rank pari passu in all respects with the existing equity throughpostal ballot on 12th February 2021. The Board of Directors will fix therecord date for implementation the process of sub-division / split of equity shares in duecourse of time which will be intimate to the stock exchange separately.
9) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Retire by Rotation of Director:
In accordance with the provisions of Section 152 of the Act and the rules framed thereunder Mr. Pinkal R. Patel Managing Director of the Company retire by rotation at theensuing AGM and he being eligible offer himselves for re- appointment. The boardrecommends his re-appointment.
B. Appointment or Resignation by Directors:
During the year under review there is no fresh appointment / resignation by anydirector from the Board of the Company.
C. Key Managerial Personnel:
The following have been designated as the Key Managerial Personnel of the Companypursuant to Sections 203 of the Act read with the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014: -
|1. Mr. Pinkal R. Patel ||Managing Director |
|2. Mr. Monark R. Patel ||Chief Financial Officer |
|3. Ms. Poorvi Gattani ||Company Secretary |
After the closure of the financial year Ms. Bijal Thakkar has resigned from the postof Company Secretary & Compliance Officer of the Company effective from 12th July2022. The Board of Directors has appointed Ms. Poorvi Gattani (Membership Number: A53818)as a Company Secretary & Compliance Officer of the Company w.e.f. 22th July 2022 whois a Key Managerial Personnel as per Section 203 of the Act. Apart from the said changethere is no other change in the Key Managerial personnel of the Company during thefinancial year ended 31st March 2022
10) DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received the necessary declarations from the independent directors ofthe Company in accordance with Section 149 (7) of the Act and Regulation 16 (1) (b) and 25(8) of the SEBI Listing Regulations confirming that they meet the criteria of independenceprescribed under the Act and the SEBI Listing Regulations. All the Independent Directorshave also confirmed that in terms of Rule 6 (3) of the Companies (Appointment andQualification of Directors) Rules 2014 they have registered themselves with theIndependent Director's database as prescribed under the Act. Further in terms Rule 6 (4)of the Companies (Appointment and Qualification of Directors) Rules 2014 IndependentDirectors were exempted from appearing for Online Proficiency Self-Assessment Test asrequired by IICA.
In the opinion of the board there has been no change in the circumstances which mayaffect their status as independent directors and the board is satisfied of the integrityexpertise and experience (including proficiency in terms of Section 150 (1) of the Act andapplicable rules thereunder) to all independent directors on the board.
11) PERFORMANCE EVALUATION OF THE BOARD AS WHOLE COMMITTEE AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act and the SEBI Listing Regulations the Board hascarried out an annual evaluation of its own performance and that of its committees as wellas performance of the Directors individually. Feedback was sought by way of a structuredquestionnaire covering various aspects of the board's functioning such as adequacy of thecomposition of the board and its committees board culture execution and performance ofspecific duties obligations and governance and the evaluation was carried out based onresponses received from the directors.
The evaluation is performed by the board nomination and remuneration committee andindependent directors with specific focus on the performance and effective functioning ofthe Board and individual directors. In line with SEBI Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 the Company adopted the criteriarecommended by the SEBI. The performance evaluation of the chairman and non-independentdirectors was also carried out by the independent directors. The performance of thedirectors the board as a whole and committee of the board were found to be satisfactory.
During the financial year ended 31st March 2022 the performance evaluationof the Board Committees and Directors was conducted based on the criteria framework andquestionnaires approved by the Nomination and Remuneration Committee and the Board. Thedetails of the performance evaluation exercise conducted by the Company are set out in theCorporate Governance Report.
12) CHANGE(S) IN THE NATURE OF BUSINESS:
During the financial year ended 31st March 2022 there was no change in thenature of the business of the Company.
13) DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (5) (c) of the Act and based on theinformation provided by the management the Directors state that:
A. in the preparation of the annual accounts for the year ended 31st March2022 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
B. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year on 31stMarch 2022 and of the loss of the Company for the year under review;
C. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
D. the annual accounts have been prepared on a going concern basis;
E. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
F. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
14) NUMBER OF MEETINGS OF THE BOARD:
During the financial year ended 31st March 2022 5 (five) meetings of theBoard of
Directors of the Company were held on 29th June 2021 13th August2021 25th October
2021 1st November 2021 and 14th February 2022.
|Name of Directors ||Date of Appointment ||Category of Directorship ||No. of Board Meeting attended ||Whether last AGM held on 29th September 2021 attended |
|Mr Pinkal R. Patel ||24/04/2013 ||Promoter and Executive Director ||5 out 5 ||Yes |
|Mrs. Rajvi P. Patel ||14/08/2015 ||Promoter and Non- Executive (Woman) Director ||5 out 5 ||Yes |
|Mr. Hardik K. Patel ||01/03/2013 ||Non- Executive Independent Director ||5 out 5 ||Yes |
|Mr. Nimesh K. Patel ||05/07/2013 ||Non- Executive ||5 out 5 ||Yes |
| || ||Independent Director || || |
15) SECRETARIAL STANDARDS:
The Company has followed the applicable secretarial standards issued by the Instituteof Company Secretaries of India (ICSI).
16) INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
In Pursuant to Section 134 (5) (e) of the Act the Internal Financial Controls withreference to financial statements as designed and implemented by the Company are adequate.The nature of the Company's business and size and complexity of its operations are inplace and have been operating satisfactorily. Internal Control Systems consisting ofpolicies and procedures are designed to ensure reliability of financial reporting timelyfeedback on achievement of operational and strategic goals compliance with policiesprocedure applicable laws and regulations and that all assets and resources are acquiredeconomically used efficiently and adequately protected. The code of conduct for seniormanagement and employees of your Company (the Code of Conduct) commits management tofinancial and accounting policies systems and processes.
Your Company's financial statements are prepared on the basis of the significantaccounting policies that are carefully selected by management and approved by the auditcommittee and the board. These accounting policies are reviewed and updated from time totime. The Board of Directors of the Company are responsible for ensuring that internalfinancial controls have been laid down in the Company and such controls are adequate andoperating effectively. The board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures etc. During the period under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.
17) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There are no material changes and commitments affecting the financial position of theCompany which occurred between the financial year ended 31st March 2022 towhich the financial statements relates and the date of signing of this report.
18) PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public in terms of Section 73 and 74and Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules 2014.Hence no amount on account of principal or interest on public deposits was outstanding ason the date of the balance sheet.
19) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE ACT:
Pursuant to provision of the Section 186 of the Act Company have not given anyguarantee or provided any security during the year under review. The details of loans andinvestment have been disclosed in notes to the financial statements if any.
20) SUBSIDIARY COMPANIES:
During the financial year ended 31st March 2022 there are no subsidiaryassociates or joint venture companies within the meaning of Section 2 (6) of the Act. Noother Company has become or ceased to be subsidiary joint venture or associate of theCompany. Hence a statement containing the salient features of financial statements of theCompany's subsidiary associates or joint venture companies in Form No. AOC-1 is notapplicable to the Company.
During the financial year ended 31st March 2022 there are no property(land and buildings) plant equipment and other assets. Hence not required to takeadequate insurance cover by the Company.
22) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year ended 31st March 2022 the Company has notentered into transactions with related parties as defined under Section 2 (76) and 188 (1)of the Act read with Companies (Specification of Definitions Details) Rules 2014 SEBIListing Regulations and applicable accounting standards. Hence disclosure in Form AOC-2is not applicable to the Company.
23) CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company have not attracted the provision as specified under Section 135 of the Acti.e. Corporate Social Responsibility Hence the Company does not constitute CSR Committeeand not taken any steps towards Corporate Social Responsibility.
24) POSTAL BALLOT
During the financial year ended 31st March 2022 there are no specialresolution was required to be put through postal ballot.
25) HUMAN RESOURCES DEVELOPMENT:
The management believes that competent and committed human resources are vitallyimportant to attain success in the organization. It is always proactive with respect tothe human resource development activities. A significant effort has also been undertakento develop leadership as well as technical / functional capabilities in order to meetfuture talent requirement.
26) MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.
27) DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No orders have been passed by any Regulator / Court / Tribunal impacting on the statusof going concern and the Company's operations in future.
28) PARTICULARS OF EMPLOYEES (DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014):
During the financial year ended 31st March 2022 the executive directorsand chief financial officer do not avail any benefits from the Company. Further onlyCompany Secretary have received remuneration as per industry norms. The informationrequired under Section 197 (12) of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as forms part of thisdirectors' report (Annexure - 1). No employee of the Company was in receipt of theremuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence not applicableto the Company.
29) ANNUAL RETURN:
Company's website has not work properly due to malware / virus attack. It willdifficult to recover / get the data from the website but officer continuous worked torecover the data from the website if it fails to recover. The Management of the Companyhave decided to create new domain for website. Hence Annual Return for the financial yearended 31st March 2022 is not available on the website of the Company but anymembers interested in obtaining the same may write to the Company Secretary firstname.lastname@example.org.
30) PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
The steps taken or impact on conservation of energy:
Company does not have manufacturing unit therefore no plant & machinery whichconsume more electricity. Further the Company has taken measures to consume minimum powerconsumption at the registered office of the Company
The steps taken by the Company for utilizing alternate sources of energy:
The Company have used energy saving / power saver appliances within the organization.Further the Company endeavors in identify the alternative source of energy so as to savethe natural source of energy to an extent as much as possible.
The Capital investment on energy conservation equipments: Nil
B. TECHNOLOGY ABSORPTION:
The efforts made towards technology absorption: Company does not havemanufacturing unit. Company assures that any needs of heavy machinery in future Companyalways been making best effort towards technology absorption adaptation and innovation.
The benefits derived like product improvement cost reduction productdevelopment or import substitution: Nil
In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): Nil
The expenditure incurred on Research and development (R & D): Nil
C. FOREIGN EXCHANGE EARNINGS & OUT GO:
Foreign Exchange Earning: Nil
Foreign Exchange Outgo: Nil
31) AUDITORS AND AUDITORS' REPORT:
A. Statutory Auditors:
M/s J. T. Shah & Co. Chartered Accountants (FRN: 109616W) who were appointed asStatutory Auditor of the Company by the Members at their 28th AGM held on 25thSeptember 2019 for a period of 5 (five) consecutive years from the conclusion of 28thAGM till the conclusion of 32th AGM of the Company to be held for the financialyear ended on 31st March 2023. However they have tendered their resignationbefore completion of its term from the position of Statutory Auditors vide their letterdated 14th May 2022 due to which a casual vacancy in the office of StatutoryAuditor of the Company as envisaged by Section 139 (8) of the Act has been arisen.
Due to casual vacancy arose the Audit Committee and the Board of Directors at theirmeeting held on 30th May 2022 have considered and recommended appointment ofM/s. Pankaj K Shah & Associates Chartered Accountants (FRN: 107352W) as StatutoryAuditors of the Company. Further the members have considered and approved the appointmentof M/s. Pankaj K Shah & Associates Chartered Accountants (FRN: 107352W) upto theconclusion of these AGM at their meeting held on Saturday 27th August 2022.
Necessary resolution will be placed in the notice of AGM for appointment of StatutoryAuditors for the term of 5 years for approval by members.
The auditor has issued auditors' report with modified opinion i.e. it contain qualificationor adverse remark:
The Company has not recognised for undisputed income tax liability of ^ 240.21 Lakhs inrespect of earlier years. The Company has also not provided the interest payable on thesaid amount of unpaid taxes the figure of which is unascertainable in absence ofnecessary information. The accounting treatment followed by the Company in this regard isnot in accordance with Ind AS 12 - "Income taxes". As a result ofnon-recognition of undisputed tax liability the balance of other equity and Current taxliability in the balance sheet are under stated to the extent of ^ 240.21 Lakhs. Furtherin the absence of necessary information in respect of interest payable on income tax itsimpact on the financial statements including loss for the year is not quantifiable.
Management's Response on qualification / adverse remark:
Recently the Company appeal for Assessment Year 2008-09 and 2009-10 was successfullycleared in favour the Company. The issues before the income tax department are more andless same as decided in the case of Assessment year 2008-09 and 2009-
10. The Company is in the process of reopening all pending cases before IT authorities.The Company is quite hopeful to resolve pending issues with IT department.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the board of directors have appointedM/s. Vishwas Sharma & Associates Practicing Company Secretaries (Certificate ofPractice Number: 16942) to undertake the secretarial audit of the Company for thefinancial year ended 31st March 2022. The secretarial auditors report issuedby M/s. Vishwas Sharma & Associates Practicing Company Secretaries in Form MR - 3forms part of this directors' report (Annexure - 2).
The secretarial auditor has issued secretarial audit report with observation /qualifications to the Company and in response to that Management's Response on observation/ qualifications:
|Qualification ||Explanation |
|Non-compliance of regulations of 31 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which stipulates hundred percent of shareholding of promoter(s) and promoter group should be in Dematerialized form however the process of dematerialization of hundred percent of shareholding of promoter(s) and promoter group has not been completed. ||The Board would like to explain on the said observation that the shareholding of the concerned Promoters whose shareholding are yet to be dematerialized have confirmed to initiate the process of converting their shares into demat form. |
|Non-Compliance of Regulation 6(1) of SEBI (LODR) Regulation 2015 a listed entity shall appoint a qualified company secretary as the compliance officer. Mr. Simer Singh Bhatia resigned as Company secretary and Compliance officer of the Company w.e.f. Septmeber 14 2021. On ||The Board of Directors of the Company would like to inform you that that Mr. Simer Singh Bhatia has resigned on 14th September 2021 from the position of Company Secretary and Compliance Officer. As per Section 203(4) of the |
|his resignation the Company has designated Mr. Pinkal R. Patal Managing Director of the Company as Compliance officer of the Company who was not qualified as company secretary. However the Company has appointed Ms. Bijal Thakkar as Company Secretary and Compliance officer w.e.f. October 25 2021 ||Companies Act 2013 If the office of any whole-time key managerial personnel is vacated the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy. The Board of your company was unable to find suitable candidate for such post during the period. Your Company has appointed Ms. Bijal Thakkar as a Company Secretary & Compliance Officer of the Company w.e.f. 25/10/2021 therefore the Company has designated Mr. Pinkal R. Patel Managing Director of the Company as Compliance officer of the Company till the appointment of qualified Company Secretary |
C. Cost Auditors
The Company have not attracted the provision as specified under Section 148 of the Acti.e. Central Government to Specify Audit of Items of Cost in Respect of Certain CompaniesHence the Company does not appoint cost auditor and not carry out cost audit during theyear under review.
32) REPORTING OF FRAUDS BY AUDITORS:
During the year under review the statutory auditors and secretarial auditor have notreported any instances of frauds committed in the Company by its officers or employees tothe audit committee under Section 143 (12) of the Act.
33) MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148OF THE ACT:
The Company is no required to maintain cost records under Section 148 (1) of the Actread with the Companies (Cost Records and Audit) (Amendment) Rules 2014. Hence notapplicable to the Company during the year under review.
34) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to the Regulation 34 (2) (f) of the SEBI Listing Regulations Company is notfall under top thousand listed entities based on market capitalization immediately onpreceding financial year hence not require to submit the business responsibility report.
35) PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 as amended ("SEBI PIT Regulations") theCompany has adopted the revised "Code of Conduct to Regulate Monitor and ReportTrading by Insiders" ("the Code"). The Code is applicable to promoters alldirectors designated persons and connected persons and their immediate relatives who areexpected to have access to unpublished price sensitive information relating to theCompany. The Company has also formulated a Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PITRegulations.
36) COMMITTEES OF THE BOARD:
The Board Committees are set up under the formal approval of the Board to carry outclearly defined roles under which are considered to be performed by members of the Board.The Board supervises the execution of its responsibilities by the Committees and isresponsible for their action.
A. AUDIT COMMITTEE:
The role and terms of Audit Committee articulates the roles responsibilities andpowers of the Audit Committees as specified under Regulation 18 (3) read with Schedule II(Part C) of the SEBI Listing Regulations and Section 177 of the Act. Further all therecommendations made by the audit committee were accepted by the Board.
During the financial year ended 31st March 2022 the audit committee met four times on29th June 2021 13th August 2021 1st November 2021 and 14th February 2022. Thecomposition and details of attendance of members of the Committee are given as under:
|Name of the Member ||Position ||Category ||No. of Meetings attended |
|Mr. Nimesh K. Patel ||Chairman ||Non-Executive Independent Director ||4 out 4 |
|Mr. Hardik K. Patel ||Member ||Non-Executive Independent Director ||4 out 4 |
|Mr. Pinkal R. Patel ||Member ||Executive Director (Promoter) ||4 out 4 |
The constitution of the committee is in accordance with the applicableprovisions of the Act and SEBI Listing Regulations as amended.
The committee invites the representatives of the statutory and internalauditor(s) as when required. The Company Secretary acts as a secretary to the auditcommittee.
The Chairman of audit committee was present at the last AGM held on 29th September2021.
B. NOMINATION AND REMUNERATION COMMITTEE:
The role and terms of the Nomination and Remuneration Committee are in line withRegulation 19 read with Part D of Schedule II of the SEBI Listing Regulations and Section178 (1) of the Act and formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis available on the website of the Company at www.ambitiousplastomac.com.
During the financial year ended 31st March 2022 nomination and remuneration committeemet two times on 13th August 2021 and 25th October 2021. The company secretary acts as thesecretary to the Committee. The composition and details of attendance of members of theCommittee are given as under. The composition of the committee is in compliance of theprovisions of the Act and SEBI Listing Regulations as amended.
|Name of the Member ||Position ||Category ||No. of Meetings attended |
|Mr. Nimesh K. Patel ||Chairman ||Non-Executive Independent Director ||2 out 2 |
|Mr. Hardik K. Patel ||Member ||Non-Executive Independent Director ||2 out 2 |
|Mrs. Rajvi P. Patel ||Member ||Non-Executive Director (Promoter) ||2 out 2 |
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The role and terms of the Stakeholders Relationship Committee are as per Section 178(5) of the Act and Regulation 20 read with Part D of Schedule II of SEBI ListingRegulations the Company has in place a Stakeholders' Relationship Committee("SRC") During the financial year ended 31st March 2022 stakeholder'srelationship committee met on 14th February 2022. The composition of the Committee is incompliance of the provisions of the Act and SEBI Listing Regulations as amended anddetails of attendance of members of the Committee at the meetings are given as under:
|Name of the Member ||Position ||Category ||No. of Meetings attended |
|Mr. Nimesh K. Patel ||Chairman ||Non-Executive Independent Director ||1 out 1 |
|Mr. Hardik K. Patel ||Member ||Non-Executive Independent Director ||1 out 1 |
|Mr. Pinkal R. Patel ||Member ||Non-Executive Director (Promoter) ||1 out 1 |
D. INDEPENDENT DIRECTORS' MEETING:
During the financial year ended 31st March 2022 Independent Directors of the Companymet on 14th February 2022 without the attendance of Non-Independent Directors and membersof the Board. The Independent Directors reviewed the performance of the Non-IndependentDirectors and the Board as whole. the performance of the Chairman taking into account theviews of executive Directors and Non-Executive Directors and assessed the qualityquantity and timeline of flow of information between Company management and Board.
37) VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors on the recommendations of the Audit Committee has approved andadopted a vigil mechanism / whistle blower policy in line with the provisions of Section177 (9) and Section 177 (10) of the Act read with Rule 7 of The Companies (Meetings ofBoard and its Powers) Rules 2014 and Regulation 22 of SEBI Listing Regulations thatprovides a formal mechanism for directors employees or business associates for reportingthe unethical behavior malpractices wrongful conduct frauds violations of theCompany's code etc. to approach the chairman of the audit committee. Your Company iscommitted to highest standards of ethical moral and legal business conduct of businessoperations.
The employees of the Company have the right / option to report their concern /grievance to the Chairman of the Audit Committee. No person has been denied access to thechairman of the Audit Committee.
38) DETAILS OF INVESTOR'S GRIEVANCES / COMPLAINTS:
1. No. of investors complaints received by the RTA / Company during the year: Nil
2. No. of complaints not resolved of shareholders / investors during the year: Nil
3. No. of complaints pending as at the end of the year: Nil
39) COMPLIANCE OFFICER:
Ms. Poorvi Gattani Company Secretary and Compliance Officer
Ambitious Plastomac Company Limited
Regd. Office: 405 Royal Square Nr. JBR Arcade Science City Road Sola Ahmedabad-380060.
Ph. No.: +91-79844 20674 E-Mail: email@example.com.
40) RISK MANAGEMENT POLICY:
The Board of Directors of the Company has monitored risk management and has a definedframework which monitors the risk mitigation plan for the Company. It identifies key riskareas periodically reviews the risk management plan and ensures its effectiveness. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The audit committee is also lookingafter the area of financial risks and controls.
At present in the opinion of the Board there is no identification of Risk element thatmay threaten the existence of the Company.
41) TENTATIVE SCHEDULE FOR CONSIDERING FINANCIAL RESULTS:
1. For the quarter ending 30th June 30 2022: On or before August 14 2022;
2. For the quarter ending 30th September 2022: On or before November 142022;
3. For the quarter ending 31st December 2022: On or before February 142023;
4. For the quarter ending 31st March 2023: On or before May 30 2023.
42) CORPOTRATE GOVERNANCE:
In terms of Regulation 15 (2) of SEBI Listing Regulations Company does not have paidup equity share capital exceeding ten crore rupees and net worth exceeding twenty fivecrore rupees as on the immediate financial year i.e. March 31 2022 of the Company.Hence the requirements of compliance with the provisions corporate governance asspecified in shall not apply to the Company and hence not provided by the Board.
43) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
In accordance with the requirements of the sexual harassment of women at workplace(prevention prohibition & redressal) Act 2013 ("POSH Act") and Rules madethereunder the Company has formulated and implemented a policy which mandates notolerance against any conduct amounting to sexual harassment of women at workplace. Duringthe financial year ended 31st March 2022 the Company has not received any complaintunder the policy. The Company has systems and processes to ensure professional ethics andharmonious working environment. The policy aims the protection of the women employees atwork place and providing the safe working environment where women feel secure. Awarenessprograms are conducted to create sensitivity towards ensuring respectable workplace.
44) THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016:
During the financial year ended on 31st March 2022 there is no application made orany proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) againstthe Company.
45) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not applicable during the year under review.
46) CAUTIONARY STATEMENT:
The annual report including those which relate to the directors' report managementdiscussion and analysis report may contain certain statements on the Company's intentexpectations or forecasts that appear to be forward-looking within the meaning ofapplicable securities laws and regulations while actual outcomes may differ materiallyfrom what is expressed herein.
The Board of Directors acknowledges and places on record their sincere appreciation ofall members authorities Central and State Governments and all other business partnersfor their continued co-operation and for the excellent support received from them.
| ||By order of the Board |
| ||For Ambitious Plastomac Company |
| ||Limited |
| ||Pinkal R. Patel |
| ||Chairman & Managing Director |
|Ahmedabad 30th August 2022 ||DIN:06512030 |