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G M Polyplast Ltd.

BSE: 543239 Sector: Industrials
NSE: N.A. ISIN Code: INE0E2801015
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VOLUME 400
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P/E 38.19
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OPEN 831.00
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VOLUME 400
52-Week high 1053.95
52-Week low 167.00
P/E 38.19
Mkt Cap.(Rs cr) 160
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

G M Polyplast Ltd. (GMPOLYPLAST) - Director Report

Company director report

To

The Members

G M Polyplast Limited

(Formerly known as G M Polyplast Private Limited)

The Directors present the 18th Annual Report (1st Post Listing)of G M Polyplast Limited (Formerly known as G M Polyplast Private Limited) (the Company)along with the audited financial statements for the financial year ended March 31 2021.

1. Financial Summary or Highlights:

During the financial year under review performance of your company as under:

 

(Amount in Rs.)

Particulars March 31 2021 March 31 2020
Revenue from Operations 521437108 631453430
Other Income 2258308 2844193
Total Revenue 523695416 634297623
Less: Expenses
Cost of materials consumed 408298543 524159603
Change in inventories of Finished goods work-in-progress and stock-in-trade (2769429) 2821258
Other Manufacturing expenses 19970889 24219745
Employee Benefit Expense 12105658 14644880
Other Expenses 28465923 28278138
Total Expenses 466071584 594123624
Earnings before exceptional items extraordinary items interest tax depreciation & amortization (EBITDA) 57623832 40173999
Finance Costs 4206357 2319411
Depreciation 5801123 7802534
Profit before exceptional items extraordinary items & tax 47616352 30052055
Exceptional items - -
Profit before extraordinary items & tax 47616352 30052055
Extraordinary items – Prior Period item - 783132
Profit before Tax 47616352 29268923
Current Tax Expenses 13700000 8740000
Tax Expense relating to prior years - (22634)
Deferred Tax Expenses (1182431) (2379421)
Profit for the year after tax 35098783 22930978
Earnings Per Share (of Rs. 10/- each)
Basic & Diluted 20.02 14.33

The above figures are extracted from the Financial Statements prepared in accordancewith accounting principles generally accepted in India including the Accounting Standardsspecified under section 129 and 133 of the Companies Act 2013 ("the Act") readwith the Companies (Accounts) Rules 2014 and other relevant provisions of the Act.

The detailed financial statement as stated above are available on the Company's websiteat http:// www.gmpolyplast.com/

2. State of company's affairs:

For the financial year ended 31st March 2021 gross revenues and otherincome is Rs. 523695416/-(Fifty Two Crores Thirty Six Lakhs Ninety Five Thousand FourHundred and Sixteen Rupees-) compared to gross revenues and other income of Rs.634297623/- (Sixty Three Crores Forty Two Lakhs Ninety Seven Thousand Six HundredTwenty Three Rupees) for the Financial Year 31st March 2020.

The company has made a net profit of Rs. 35098783/- (Three Crore Fifty Lakh NinetyEight Thousand Seven Hundred Eighty Three Rupees) for the year ended 31st March2021 as compared to the previous year net profit of Rs. 22930978/- (Two Crores TwentyNine Lakhs Thirty Thousand Nine Hundred Seventy Eight Rupees) for the year ended 31stMarch 2020.

3. Initial Public Offer And Listing Of Shares:

The Company was converted into a Limited Company and is known as G M Polyplast Limited(Formerly known as G M Polyplast Private Limited) by passing special resolution in themeeting of the members of the Company held on July 06 2020

The members of the Company had passed the Special Resolution in Extra Ordinary GeneralMeeting held on August 30 2020 for listing its Equity shares on SME Platform of BSELimited ("SME Exchange"). M/S. Gretex Corporate Services Private Limited actedas Merchant Banker and Lead Manager to execute the listing procedure in compliance withSEBI (Issue of Capital & Disclosure Requirements) Regulations 2018 SEBI (ListingObligation & Disclosure Requirements) Regulations 2015 & Securities ContractRegulation Act 1956.

The equity shares of your Company are listed on Bombay Stock Exchange (BSE) Limitedwith effect from October 14 2020 pursuant to Initial Public Offer of the Company.

4. Dividend:

During the year your Board was pleased to declare an Interim Dividend of Re. 1/-(OneRupee) per equity share of face value Rs.10/- in the Board Meeting held on TuesdayFebruary 16 2021. The Company has not proposed any final dividend in the current year.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund:

During the Financial year 2020-2021 no amount was due to be transferred to theInvestor Education and Protection Fund as there was no unpaid/unclaimed Dividend for aperiod as prescribed in the Companies Act 2013.

6. Transfer to Reserves:

During the Financial year 2020-2021no amount was transferred to the Reserves for theyear under review.

7. Changes in Capital Structure:

The Authorized Share Capital of the Company is Rs. 20000000/- (Two Crores Rupees)divided into 2000000 (Twenty Lakhs) Equity shares of Rs. 10/- each.

During the financial year under review the Board of Director in their meeting held onMonday June 22 2020 had allotted in the ratio of 15:1 1500000 (Fifteen Lakh) equityshares having a nominal value of Rs. 10/- (Ten Rupees) each aggregating to Rs.15000000/- (One Crore Fifty Lakh Rupees) as fully paid bonus shares to the shareholdersdetermined as on the date of issue of the company

The paid up Equity Share Capital as at March 31 2021 stood at Rs. 19228000 /- (OneCrore Ninety Two Lakhs Twenty Eight Thousand Rupees) divided into 1922800 (NineteenLakhs Twenty Two Thousand Eight Hundred)Equity Shares of Rs 10/- each.

8. Details of directors or key managerial personnel who were appointed or have resignedduring the year:

The Board of Directors of your Company ("the Board") comprised of 5 (Five)Directors constituted as follows:

Managing Director – 1; Executive Women Director – 1; Non-Executive Directors– 1; Independent Directors - 2.

Your Directors on the Board possess the requisite expertise experience integritycompetency and proficiency and are renowned in their respective fields. All Directors areliable to retire by rotation except Independent Directors and Managing Director whoseterm of office is for a term of 5 years.

The changes in the Board of directors of the company were as follows:

i. Mr. Subramanian Ramaswamy Vaidya (DIN: 03600249) was duly appointed as anIndependent Director of the Company for a term of five consecutive years commencing fromSeptember 03 2020.

ii. Mr. Dinesh Ravjibhai Rathod (DIN: 08854988) was duly appointed as an IndependentDirector of the Company for a term of five consecutive years commencing from September 032020.

Retirement by Rotation:

As per the provisions of the Companies Act 2013 Mr. Balbirsingh Bholuram Sharma (DIN:00374565) is due to retire by rotation and being eligible offer himself forre-appointment at the 18th (1st Post Listing) Annual General Meetingof the Company. A detailed profile of Mr. Balbirsingh Bholuram Sharma seekingappointment/re-appointment is provided in the Notice of the 18th (1stPost Listing) Annual General Meeting of the Company.

Declaration by Independent Directors:

Pursuant to Section 149 (7) of the Companies Act 2013 ("the Act") read withthe Companies (Appointment and Qualifications of Directors) Rules 2014 the Company hasreceived declarations from all the Independent Directors of the Company confirming thatthey meet the ‘criteria of Independence' as prescribed under Section 149 (6) of theAct and have submitted their respective declarations as required under Section 149 (7) ofthe Act and the Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 as amended Independent Directors of the Companyhave included their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs.

Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Companyit's Management and operations and provides an overall industry perspective as well asissues being faced by the industry in the Familiarization programme conducted for theIndependent Directors of the Company. The Familiarization programme is available on thewebsite of Company at http://www.gmpolyplast.com/"

Key Managerial Personnel:

Mr. Tushar Nitinchandra Pandya was appointed as Chief Financial Officer and Ms. DimpleAmrit Parmar was appointed as Company Secretary and Compliance Officer (Key ManagerialPersonnel(s)) of the Company in the meeting of the Board of Directors held on August 302020.

In terms of the provisions of Sections 2 (51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing employees were holding the position of Key Managerial Personnel (‘KMP') ofthe Company as on March 31 2021:

Mr. Dinesh Balbirsingh Sharma - Managing Director Mrs. Sarita Dinesh Sharma - ExecutiveDirector Mr. Tushar Nitinchandra Pandya - Chief Financial Officer

Ms. Dimple Amrit Parmar - Company Secretary and Compliance Officer

9. Annual Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act andListing Regulations. The performance of the Board was evaluated after seeking inputs fromall the Directors based on criteria such as the composition of the Board and itscommittee effectiveness of board processes information and functioning etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Managing Director of the Company was evaluatedtaking into account the views of the Executive Director and NEDs.

10. Meetings of the Board and its Committee

BOARD

The Board meets at regular intervals to discuss and decide on the Company's performanceand strategies. During the financial year under review the Board met 9 (nine) times. Themeetings were held on June 22 2020 August 30 2020 September 05 2020 September 232020 September 24 2020 October 10 2020 November 09 2020 December 11 2020 andFebruary 16 2021.

Sr. No. Name of Director Designation No of meetings attended No of meetings entitled to attend Whether AGM held on 30/09/2020 attended
1 Mr. Dinesh Balbirsingh Sharma Managing Director 9 9 Yes
2 Mr. Balbirsingh Bholuram Sharma Non-Executive Director 9 9 Yes
3 Mrs. Sarita Dinesh Sharma Executive Director 9 9 Yes
4 Mr. Subramanian Ramaswamy Vaidya* Independent Director 6 7 Yes
5 Mr. Dinesh Ravjibhai Rathod* Independent Director 7 7 Yes

*Appointed w.e.f. September 03 2020

AUDIT COMMITTEE

Your Company has constituted an Audit Committee on September 05 2020 with itscomposition quorum powers roles and scope in line with the applicable provisions of theAct and Listing Regulations. During the financial year under review the Audit Committeereviewed the internal controls put in place to ensure that the accounts of your Companyare properly maintained and that the accounting transactions are in accordance withprevailing laws and regulations. In conducting such reviews the Committee found nomaterial discrepancy or weakness in the internal control system of your Company. TheCommittee has also reviewed the Policy and procedures for assessing and managing therisks.

During the financial year under review all recommendations made by the Audit Committeewere accepted by the Board.

The Composition of Audit Committee and the attendance of Members at the Meeting duringFY 2020- 21 were as under:

Sr. No. Name of Member Designation No of meetings attended No of meetings entitled to attend Whether AGM held on 30/09/2020 attended
1 Mr. Dinesh Ravjibhai Rathod (Chairman) Independent Director 1 1 Yes
2 Mr. Subramanian Ramaswamy Vaidya Independent Director 1 1 Yes
3 Mr. Dinesh Balbirsingh Sharma Managing Director 1 1 Yes

The Company has a qualified and independent Audit Committee and its composition is inline with the applicable provisions of Section 177 of the Act and Regulation 18 of ListingRegulation. During the financial year under review the Committee met 1 (one) time.

The meeting was held on February 16 2021.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted a Nomination and Remuneration Committee on September 052020 with its composition quorum powers roles and scope in line with the applicableprovisions of the Act and Listing Regulations.

The Composition of Nomination and Remuneration Committee and the attendance of Membersat the meeting during FY 2020-21 were as follows:

Sr. No. Name of Member Designation No of meetings attended No of meetings entitled to
1 Mr. Subramanian Ramaswamy Vaidya (Chairman) Independent Director 1 1
2 Mr. Dinesh Ravjibhai Rathod Independent Director 1 1
3 Mr. Balbirsingh Bholuram Sharma Non-Executive Director 1 1
4 Mrs. Sarita Dinesh Sharma Executive Director 1 1

The Company has a qualified and independent Nomination & Remuneration Committeeand its composition is in line with the applicable provisions of Section 178 of the Actand Regulation 19 of Listing Regulation. During the financial year under review theCommittee met 1 (One) time.

The meeting was held on February 16 2021.

The Nomination and Remuneration Committee had formulated a policy on remuneration underthe provisions of Section 178(3) of the Act and the same is attached as Annexure I to thisreport.

STAKEHOLDER RELATIONSHIP COMMITTEE

Your Company has constituted a Stakeholder Relationship Committee on September 05 2020with its composition quorum powers roles and scope in line with the applicableprovisions of the Act and Listing Regulations.

The Composition of Stakeholder Relationship Committee and the attendance of Members atthe meeting during FY 2020-21 were as follows:

Sr. No. Name of Member Designation No of meetings attended No of meetings entitled to attend
1 Mr. Dinesh Ravjibhai Rathod (Chairman) Independent Director 1 1
2 Mr. Subramanian Ramaswamy Vaidya Independent Director 1 1
3 Mr. Balbirsingh Bholuram Sharma Non-Executive Director 1 1
4 Mrs. Sarita Dinesh Sharma Executive Director 1 1

The Company has a qualified and independent Stakeholder Relationship Committee and itscomposition is in line with the applicable provisions of Regulation 20 of ListingRegulation. During the financial year under review the Committee met 1 (One) time.

The meeting was held on February 16 2021.

MANAGEMENT COMMITTEE

Your Company has constituted a Management Committee on February 16 2021 with Mr.Dinesh B. Sharma Mrs. Sarita D. Sharma and Mr. Balbirsingh Sharma as its members in orderto carry out the day to day business activities as required for administrative and othergeneral purposes with ease.

No meeting of management committee was held during the year 2020-2021.

11. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:

There were no material changes and commitments affecting the financial position of theCompany from end of the financial year up to the date of this Report.

12. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the company or will have bearing oncompany's operations in future.

13. Details in respect of frauds reported by auditors under sub-section (12) of section143:

During the financial year under review there were no frauds reported by the auditorsunder sub-section (12) of section 143.

14. Explanations or comments by the Board on every qualification reservation oradverse remark or disclaimer made by the auditor in their report:

There are no qualifications reservations or adverse remarks or disclaimer made by theauditor in their report.

15. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188:

During the financial year under review the Company has entered into related partytransactions covered u/s. 188 of the Companies Act 2013. Therefore disclosure in FormAOC- 2 for the financial year 2020-21 is annexed with this report as Annexure II.

16. Loans from Directors/Relatives of Directors:

The company has not accepted any loans from the directors of the Company or theirrelatives.

17. Auditors:

STATUTORY AUDITOR

Pursuant to Section 139 of Companies Act 2013 and other applicable rules there underM/s. Anay Gogte & Co. Chartered Accountants (Firm Registration No 100398W) wereappointed as Statutory Auditor of the Company for 5 consecutive financial years commencingfrom conclusion of 17th Annual General Meeting till the conclusion of 22ndAnnual General Meeting of the Company to be held for the financial year ending March 312025.

Accordingly Anay Gogte & Co. Chartered Accountants shall continue to be theStatutory Auditors of the Company for F.Y 2021-22.

The Audit report submitted by the Statutory Auditor does not contain any adverse remarkor observations.

INTERNAL AUDITOR

The Board of directors has appointed M/s. Vivek V. Joshi & Associates CharteredAccountants as the internal auditor of the company on the recommendations of the AuditCommittee for F.Y. 2020-21; The Internal Auditor conducts the internal audit of thefunctions and operations of the Company and reports to the Audit Committee and Board fromtime to time.

COST RECORDS AUDITOR

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by your Company.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the Companies Act 2013 read withRule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed M/s. Dipesh Jain & Co. Practicing Company Secretaries toconduct the secretarial audit for the financial year under review. The Secretarial AuditReport in Form MR-3 for the financial year under review as received from M/s. Dipesh Jain& Co. Practicing Company Secretaries is attached as Annexure III to this report. TheSecretarial Audit Report does not contain any qualifications reservations or adverseremarks.

However it was observed by the Secretarial Auditor that

1. The Company was not able to open the Bank Account for the purpose of InterimDividend within a period of Five days. The Board of Directors hereby clarify that the samewas due to administrative difficulties in the process of opening the same with the bank.The Bank took considerably longer time to open the said account. However the furtherprocess pertaining to the dividend was duly complied with.

18. Share Transfer System

All share transfer dematerialization and related work is managed by Registrar andShare Transfer Agent (RTA). M/s Bigshare Services Pvt. Ltd. 1st Floor Bharat Tin WorksBuilding Opp. Vasant Oasis Makwana Road Marol Andheri East Mumbai Maharashtra400059 is your Company's RTA. All share transfer requests demat/remat requestscorrespondence relating to shares i.e. change of address Power of Attorney etc. shouldbe addressed to the registrar and transfer agents.

19. Changes in the nature of business of the company:

During the financial year under review there was no change in the nature of businessof the company.

20. Particulars of loans investments guarantees or securities under section 186:

During the financial year under review the company has not provided any loan; made anyinvestment; has given any guarantee or provided any security in respect of any loan to anyperson as mentioned in Section 186 of the Companies Act 2013

21. Conservation of energy technology absorption foreign exchange earnings and outgo:

 

a. Conservation of Energy and Technology Absorption

In terms of requirements of Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 with respect to conservation of energy theboard of directors wish to inform the members that the company always takes necessarymeasures to conserve the energy wherever possible by installing electronic equipmentswhich marginally reduce the consumption of electricity with reference to the same theCompany has installed solar Panels at the Factory site and by spreading awareness amongthe employees of the company about the optimum utilization and conservation of electricityand water resources of the company.

The management always searches for and takes into consideration new developments in themarket and the technology so as to absorb the new technology in carrying out the businessactivities of the company.

 

b. Foreign Exchange Earnings And Outgo

Foreign Exchange Earnings - Rs. 36607086 Foreign Exchange Outgo - Rs. 21720323

22. Annual Return

In compliance with provisions of Section 134(3)(a) of the Companies Act 2013 theAnnual Return as per Section 92(3) of the Companies Act 2013 is available athttp://www.gmpolyplast.com

23. Details of performance of subsidiaries associates and joint venture companies:

The company does not have any subsidiary company associate company or joint ventureduring the year under review.

24. Statement indicating development and implementation of a risk management policy forthe company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company:

Your company understands that risk evaluation and risk mitigation is a function of theboard of directors of the company. The Board is fully committed to developing a soundsystem for identification and mitigation of applicable risks - viz. systemic andnon-systemic - on a continuous basis. The board is of the opinion that at present thereare no material risks that may threaten the very existence and functioning of yourcompany.

25. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

a) Your directors hereby report that your company has maintained adequate internalcontrols commensurate with its size and its nature of the operation. There are suitablemonitoring procedures in place to provide reasonable assurance for accuracy and timelyreporting of the financial information and compliance with the statutory requirements.There are proper policies guidelines and delegation of powers issued for the complianceof the same across the company.

b) For the purpose of ensuring accuracy in the preparation of the financials yourcompany has implemented various checks and balances like periodic reconciliation of majoraccounts review of accounts obtaining confirmation of various balances and properapproval mechanism.

c) Your company has documented all major processes in the area of expenses banktransactions payments statutory compliances and period end financial accounting process.Your company is continuously putting its efforts to align the processes and controls withthe best practices in the industry.

d) The Company has appointed M/s. Vivek V. Joshi & Associates CharteredAccountants as the internal auditor of the company. The report of the said auditor isperiodically reviewed and suggestions were implemented by the Audit Committee and theBoard.

26. Public Deposits:

During the year under review the Company has not accepted or renewed any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

27. Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178:

The Committee has formulated the Nomination and Remuneration Policy which broadly laiddown the various principles of remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 and covers the procedure for selection appointmentand compensation structure of Board members Key Managerial Personnel (KMPs) and SeniorManagement Personnel (SMPs) of your Company.

28. Safeguard at workplace:

The management takes due care of employees with respect to safeguard at workplace.Further no complaints are reported by any employee pertaining to sexual harassment andhence no complaint is outstanding as on 31.03.2021 for redressal. There was no case filledduring the year under the sexual harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Further Company ensures that there is a healthyand safe atmosphere for every women employee at the workplace and made the necessarypolicies for safe and secure environment for women employee.

Complaints as on 01.04.2020: NIL

Complaints filed during the Financial Year: NIL Complaints as on 31.03.2021: NIL

29. Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company athttp://www.gmpolyplast.com/

30. Disclosure Of Employees Remuneration

The disclosure as per Rule 5 of The Companies (Appointment and Remuneration of theManagerial Personnel) Rule 2014 is annexed as Annexure IV to this Board Report.

31. Corporate Governance:

The company is SME Company and listed on SME exchange of BSE Limited thereforepursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the compliance with corporate governance as specified in regulation 17to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C D and E ofSchedule V shall apply to the extent that it does not violate their respective statutesand guidelines or directives issued by the relevant authorities. Hence your company isexempted to comply with aforesaid provisions of the SEBI (LODR) Regulation 2015. Hencecorporate Governance does not form part of this Board's Report.

.32. Directors' Responsibility Statement:

Your directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as prescribed under Section 134(5) ofthe Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating 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 and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

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.

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.

33. Compliances of applicable Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS- 2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively.

34. Management Discussion And Analysis Report

The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 forms part of thisreport and is attached as

Annexure V.

35. Insider Trading

The Board of Directors has adopted the Inside Trading Policy in accordance with therequirement of the Securities & Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. The Inside Trading Policy of the company lays down guidelinesand procedure to be followed and disclosure to be made while dealing with shares of thecompany as well as consequences of violation. The policy has been formulated to regulatemonitor and ensure reporting of deals by employees and to maintain the highest ethicalstandards of dealing in the company's shares. The Company had in place a Code of Conductfor Prevention of Insider Trading and Corporate Disclosure Practices in accordance withthe SEBI (Prohibition of Insider Trading) Regulations 2015.

Accordingly the Board approved and adopted: a) Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information; and b) Code for FairDisclosures and Conduct The codes referred above is placed on the Company's websitehttp://www.gmpolyplast.com/

36. General

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

a. Issue of equity shares with differential rights as to dividend voting or otherwise;

b. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees;

c. No fraud has been reported by the Auditors to the Audit Committee or the Board.

d. There are no shares lying in demat suspense account/unclaimed suspense account.Hence no disclosure is required to be given for the same.

e. The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 of the Companies Act 2013 along withCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable."

37. Acknowledgement:

Your directors wish to thank the stakeholders of the company for their continuedsupport and co-operation and employees for their dedication and the excellence they havedisplayed in conducting the business operations of the company.

For and on behalf of the Board of Directors

G M Polyplast Limited

(Formerly known as G M Polyplast Private Limited)

Dinesh Sharma Sarita Sharma
Managing Director Director
DIN: 00418667 DIN: 00128337
Place : Mumbai
Date : August 02 2021

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