You are here » Home » Companies » Company Overview » Bisil Plast Ltd

Bisil Plast Ltd.

BSE: 531671 Sector: Industrials
NSE: N.A. ISIN Code: INE214D01021
BSE 00:00 | 01 Jul Bisil Plast Ltd
NSE 05:30 | 01 Jan Bisil Plast Ltd
OPEN 0.22
PREVIOUS CLOSE 0.22
VOLUME 2000
52-Week high 0.22
52-Week low 0.00
P/E 22.00
Mkt Cap.(Rs cr) 1
Buy Price 0.22
Buy Qty 301.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.22
CLOSE 0.22
VOLUME 2000
52-Week high 0.22
52-Week low 0.00
P/E 22.00
Mkt Cap.(Rs cr) 1
Buy Price 0.22
Buy Qty 301.00
Sell Price 0.00
Sell Qty 0.00

Bisil Plast Ltd. (BISILPLAST) - Director Report

Company director report

Dear Members

Your Directors present the 36TH ANNUAL REPORT together with the AuditedFinancial Statements for the Financial Year 2021-22 ended 31st March 2022.

1. FINANCIAL RESULTS :

(Rs. in Lakh)

Particulars 2021-22 2020-21
Operating Profit/(Loss) (Before Interest & Depreciation) 1.57 (3.07)
Less/(Add): Interest - -
Less/(Add): Depreciation - -
Net Profit/(Loss) before Tax 1.57 (3.07)
Less/(Add): Provision for Taxation - -
Net Profit/(Loss) after Tax 1.57 (3.07)
Balance of Loss brought forward from Previous year (475.83) (472.75)
Net Loss carried to Balance Sheet (474.26) (475.83)

There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2022 and date of this report.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2021-22 in view of theaccumulated losses as on 31st March 2022.

3. OPERATIONS:

The Company has already resumed the business of dealing in PET bottles Jars and itsancillary product by way of whole sale supply to Pharmaceutical companies FMCG Companiesbottling companies and the like.

The Operating profit (before interest and depreciation) stood at Rs. 1.57 lakh duringthe year under review as compared to loss of Rs. 3.07 lakh during the year 2020-21. Asthere was no provision for depreciation Interest and exceptional and prior period itemsthe Net profit stood same at Rs. 1.57 lakh during the year under review.

4. REVIVAL PLAN:

With reference to BSE letter no. L/SURV/OFL/KM/SHELL/COMP/531671/1 dated 18thJanuary 2019 in connection with BSE Notice no. 20190111-17 dated 11th January2019 to listed Shell Companies as per SEBI directions the Company has demonstrated andstarted implementation of the revival plan of operations in the Company.

The global plastics industry is observing a continuous shift of production bases to lowcost Asian countries. The demand for pre forms is directly driven by the consumption ofPET bottles in India. The Company is making efforts to increase its turnover however dueto the outbreak of pandemic in the Country the operations had slow down. The Company isincreasing efforts to achieve the projections demonstrated in the revival plan.

5. COVID-19 PANDEMIC:

This being the second year of Covid-19 pandemic the Company’s management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCovid-19. There is slow down in the business of the Company due to pandemic which hadimpact on operations.

6. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of Annual Listing Fees. The Company has paid Listing fees up to the year 2022-23.

The Company had been treated as Shell Company vide BSE Notice no. 20170807-31 dated 7thAugust 2017 by BSE Limited pursuant to SEBI’s directions. The trading of the EquityShares of the Company is restricted/suspended on account of Graded Surveillance Measure(GSM) on BSE Limited. The Company has also demonstrated the revival plan in the operationsof the Company. The Company has received email and letter dated 8th June 2022from BSE Limited intimating appointment of M/s. C. P. Jain & Co. CharteredAccountants Ahmedabad to carry out forensic audit of the Company. The Company hasprovided all the relevant information documents papers asked by them for carrying outAudit.

7. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March 2022 was Rs.54031000. As on 31st March 2022 the Company has not issued shares withdifferential voting rights nor granted stock options nor do sweat equity and none of theDirectors of the Company hold any convertible instruments.

8. RESERVES:

Your Company does not propose to transfer any amount to general reserve in view ofcarried forward losses.

9. DIRECTORS:

9.1 The Board of Directors duly met 8 times during the financial year under review.

9.2 Mr. Sanjay S. Shah has resigned as Managing Director and Director of the Companyw.e.f. 14th December 2021.

9.3 Mr. Sanjay V. Karkare has resigned as an Independent Director of the Company w.e.f.14th December 2021.

9.4 Ms. Rita S. Shah has resigned as Director of the Company w.e.f. 14thDecember 2021.

9.5 The Board based on the recommendations of the Nomination and RemunerationCommittee had appointed Mr. Suketu N. Vaywala as Independent Director w.e.f. 14thDecember 2021 to hold the office up to the date of forthcoming 36th AnnualGeneral Meeting (AGM). It is proposed to appoint Mr. Suketu N. Vaywala as an IndependentDirectors not liable to retire by rotation for a term of five consecutive years w.e.f. 14thDecember 2021 to 13th December 2026.

9.6 The Board based on the recommendations of the Nomination and RemunerationCommittee had appointed Ms. Khyati B. Shah as Independent Director w.e.f. 14thDecember 2021 to hold the office up to the date of forthcoming 36th AnnualGeneral Meeting (AGM). It is proposed to appoint Ms. Khyati B. Shah as Woman IndependentDirectors not liable to retire by rotation for a term of five consecutive years w.e.f. 14thDecember 2021 to 13th December 2026.

The above appointment forms part of the Notice of the forthcoming 36th AGMand the resolutions are recommended for your approval.

9.7 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) and SEBI LODR thatthey meet with the criteria of their independence laid down in Section 149(6) of the Act.The Independent Director shall enroll his / her name in the Databank being maintained byIndian Institute of Corporate Affairs to qualify as an Independent Director. Theenrollment of Independent Directors has been completed and they have furnished thedeclaration affirming their compliance to the Board with the provisions contained undersub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors)Rules.

9.8 Brief profile of the Directors being appointed as required under Regulations 36(3)of Listing Regulations 2015 and Secretarial Standard on General Meetings are provided inthe notice for the forthcoming AGM of the Company.

9.9 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.

9.10 All being Independent Directors of the Company none of the Director is liable toretire by rotation. 9.11 DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to therequirement of Section 134 of the Companies Act 2013 it is hereby confirmed:

(i) that in the preparation of the annual accounts the applicable accounting standards(IND-AS) had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March2022 being end of the financial year 2021-22 and of the profit of the Company for theyear;

(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company’s policies safeguardingof assets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

11. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of itsDirectors. The Board of Directors has framed a Remuneration Policy that assures the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate Directors Key Managerial Personnel and Senior Management to enhance the qualityrequired to run the Company successfully. All the Board Members and Senior Managementpersonnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company’s website– www.bisilplast.com

12. KEY MANAGERIAL PERSONNEL (KMP):

Remuneration of KMP:

(Rs. In lakh)

Sr. No. Name of the Director & KMP Designation Remuneration
1. Mr. Paresh Sukhadia CFO
2. Ms. Khusbhu H. Shah Company Secretary 3.00

13. PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.

14. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES

PROVIDED:

There are no Related Party Transactions as per section 188 of the Companies Act 2013.However the related party transaction as per AS-18 are provided in the Note No. 18 (c) ofthe financials which are part of the Annual Report.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption are not applicable as there are no manufacturing activities duringthe year under review. The Company has not earned or spent any Foreign Exchange during theyear under review.

16. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance (on voluntarybasis) Management Discussion and Analysis (MDA) and a certificate regarding compliancewith the conditions of Corporate Governance are appended to the Annual Report as Annexure– A.

17. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure – B. Asregards the observation of the Auditors due to technical reason the name of one of theDirectors is not reflected on the portal of Ministry of Corporate affairs and the saidDirector has also given resignation from the Company. As regard observation of not havingwhole time Key Managerial Personnel as its Managing Director or Chief Executive officer orManager or in their absence a whole time Director during part of the audit period isself-explanatory. Forensic audit is being carried out in the Company and the informationdocuments papers asked by the Auditors appointed by BSE Limited is being sent to them inorder to revoke the restriction/ suspension of trading in the Equity Shares of the Companyon BSE Limited on account of Graded Surveillance Measure (GSM).

18. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the draft AnnualReturn as on 31st March 2022 is available on the Company’s websitewww.bisilplast.com.

19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate GovernanceReport. The Board of Directors of the Company in their meeting held on 14thDecember 2021 has re-constituted Audit Committee Nomination & Remuneration Committeeand Stake Holders’ Relationship Committee of the Company.

20. GENERAL:

20.1. STATUTORY AUDITORS:

The present Auditors of the Company M/s. S K Jha & Co. Chartered AccountsAhmedabad will retire at the ensuing 36th Annual General Meeting.

The remarks of Auditors are self-explanatory and have been explained in Notes onAccounts.

In terms of Section 139 of the Companies Act 2013 read with Companies (Audit &Auditors) Rules 2014 the Board of Directors has recommended the appointment of M/s. Shah& Dalal Chartered Accountants (Firm Registration No. 109432W) as Statutory Auditorsof the Company for a period of 5 years to hold office from the conclusion of the ensuing36th AGM till the conclusion of 41st AGM on remuneration to bedecided by the Board or Committee thereof.

The Company has obtained consent from M/s. Shah & Dalal Chartered Accountants(Firm Registration No. 109432W) to the effect that their appointment as Auditors of theCompany for period of 5 years commencing from the Financial Year 2022-23 to 2026-27 ifmade will be in accordance with the provisions of Section 139 and 141 of the CompaniesAct 2013.

The Shareholders are requested to consider and approve the appointment of the StatutoryAuditors of the Company.

20.2 INSURANCE:

The properties of the Company wherever necessary and to the extent required have beenadequately insured against the risks of fire riot strike malicious damage etc. as perthe consistent policy of the Company.

20.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.

20.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

20.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

20.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.

20.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status of the Company and its future operations.

20.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company’s policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources. There are no operations being carried out in theCompany during the year under review.

20.9 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

20.10 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.

21. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.

23. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of thedepositories viz. NSDL and CDSL. The ISIN No. allotted is INE214D01021.

24. FINANCE:

24.1 The Company has no outstanding payment to Banks or any other person exceptoutstanding in routine course of business.

24.2 The Company’s Income tax Assessment has been completed upto the AssessmentYear 2020-21.

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period pursuant to the provisions under section 135 in respect of CSR thesame is not applicable to the Company. Hence your Directors have not constituted theCorporate Social Responsibility (CSR) Committee.

26. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI your Directors haveframed and approved Insider Trading Policy for the Company i.e. ‘Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ and‘Code of Conduct for Regulating Monitoring and Reporting of Trading by DesignatedPersons/Insiders’. The Policy is available on the company’s website.

27. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co operation. Your Directors also place onrecord their grateful appreciation and co operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.

For and on behalf of the Board
Suketu N. Vaywala
Place : Ahmedabad (DIN – 07619796)
Date : 20th July 2022 Chairman

.