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Pet Plastics Ltd.

BSE: 524046 Sector: Industrials
NSE: N.A. ISIN Code: INE704F01018
BSE 05:30 | 01 Jan Pet Plastics Ltd
NSE 05:30 | 01 Jan Pet Plastics Ltd

Pet Plastics Ltd. (PETPLASTICS) - Director Report

Company director report

To The Members

Pet Plastics Limited

Your Directors have pleasure in presenting the 37th Directors Reporttogether with the Audited Financial Statements for the period ended on March 31 2022.


(Amount in Lakhs)

PARTICULARS 2021-22 2020-21
Revenue from Operations 677.79 652.00
Other Income 25.26 24.38
Total Income 703.05 676.68
Total Expenses 720.77 670.19
Profit/(Loss) for the year before taxation (17.72) 6.49
Tax Expenses 0.00 1.62
Profit /(Loss) after tax (17.72) 4.87
Earnings Per Equity Share
(Face Value Rs. 10/- Per Share):
Basic (3.54) 0.97
Diluted (3.54) 0.97

Note: Previous year's figures have been regrouped / reclassified wherever necessary tocorrespond with the current year's classification / disclosure.


The principal activity of the Company is Manufacturing & Trading in Plastic. Therehave been no significant changes in the nature of the principal activities during thefinancial year. The Company is trying to make the optimum use of the resources soavailable.


The total revenue of the Company has increased from Rs. 652.00 /- (in Lakhs) in theprevious year to Rs. 677.79/- (in Lakhs) during the year. During the year under reviewthe Company has incurred loss of Rs. 17.72/- (in Lakhs) as compared to previous yearprofit of Rs. 4.87/- (in Lakhs). Due to Covid-19 pandemic the operations of the Companywere affected in first quarter of the Financial Year due to sudden direction by Governmentfor complete lockdown throughout the Country. The revenue of the Company was impactedwhereas the Company continues to incur its fixed expenses.

There are no material changes and commitments affecting the financial position of yourCompany except impact of COVID-19 which have occurred during the financial year.


The Company's main focus is to enhance the existing business plans and makesopportunistic plans in future growth of the Company. The Company also plans to ventureinto new commercial clients and to diversify its business operations into Service Sectoras well.


The company does not propose to carry any amount to the reserves. However balance ofProfit of Loss account transferred to Reserves and Surplus.


With a view to conserve the resources of the Company your Directors do not recommendpayment of any dividend on Equity Shares for the F.Y. ended March 31 2022.


There were no changes in share capital of the Company during the period under review.


Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposit under Section 73 and 74 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.


Your company does not have any subsidiary Company and joint ventures. However theCompany has one associate Company viz. Pet Stock Brokers Limited.

Further the report on the performance financial position and overall contribution tocompany's profitability of the subsidiary associate company's and joint ventures andsalient features of the financial statements in the prescribed Form AOC-1 is marked andannexed as “Annexure A” to this report.


The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The companyhas been addressing various risks impacting the company and the policy of the company onrisk management is provided elsewhere in this annual report in Management Discussion andAnalysis.


The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.


Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standard had been followed along with proper explanationrelating to material departures. b. the directors had selected such accounting policiesand applied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit and loss of the Company for the year underreview. c. the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d. the directors had prepared the accounts for the financial yearended March 31 2022 on a going concern basis. e. the directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. f. the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate 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-ExecutiveExecutive and Independent Director in compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as well as the Companies Act 2013. YourCompany also has a woman Director which brings diversity on the Board.

The composition of Board of Directors as on March 31 2022 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 2022 Seven (7) meetings of the Board ofDirectors were conducted on June 30 2021; August 12 2021; November 12 2021; November19 2021; December 11 2021; December 30 2021; and February 14 2022. All the informationrequired to be furnished to the Board was made available to them along with detailedAgenda notes.

All the Directors have informed the Company periodically about their Directorship andMembership in the Board/Committees of the Board of other companies. As per disclosurereceived none of the Directors is a Director in more than ten (10) Public LimitedCompanies. Further none of the Director acts as a member of more than ten (10) committeesor acts as a chairman of more than five (5) committees across all Public Limited Companiesin which they are Director.

The name and the categories of the directors on the Board their attendance at theboard Meeting held during the year and then number of directorship and committeechairmanship/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 r


Mr. Ritesh Vijay Vakil Managing Director 145500 7 yes


1 -- 2
Mrs. Aruna Ravilal Tripathi Non-Executive Director 0 7 --


-- -- --
Mrs. Vasarla Durga Non-Executive Director Non-Executive 0 7 yes


-- -- --
Mr. Timir Shah Independent Director Chairman 0 7 yes


-- 2 --
Mrs. Laxmi Donga Shrinivas Non-Executive Independent Director 0 7 yes


-- -- 2

*Excludes directorship in Pet Plastics Ltd directorship in private limited companiesforeign companies companies incorporated under Section 8 of the Companies Act 2013 andAlternate Directorships.

**For the purpose of considering the limit of committee memberships and chairmanshipsof a Director Audit Committee and Stakeholders Relationship Committee of public limitedcompanies have been considered.

B. Meeting of independent Directors:

A meeting of the Independent Directors was held on February 14 2022 pursuant toSection 149(8) read with Schedule V to the Companies Act 2013 and Regulation 25(3) of theSEBI (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 withaccountability the Board has constituted various committees of directors. Some of theCommittees of the Board were reconstituted renamed and terms of reference were revised toalign with the provisions of Companies Act 2013 and Listing Regulations 2015. The termsof reference of these Committees are determined by the Board and their relevance reviewedfrom time to time. The minutes of Committee meetings are tabled at the Board meetings andthe Chairperson of each Committee briefs the members of the Board on the importantdeliberations 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 ofSection 177 of the Companies Act 2013 read with Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Audit Committee comprisesof minimum three directors as members out of which at least two third should beIndependent Directors and all directors shall be financially literate and at least onemember shall have accounting or related financial management expertise. Chairperson of thecommittee shall be an independent director.

The Audit Committee met Five (5) times June 30 2021; August 12 2021; December 112021; December 30 2021; and February 14 2022. The present composition of the AuditCommittee & attendance of the members in the meeting during the year is as follows:

No. of Meetings

Name Designation Designation Held Attended
Mr. Timir Shah Non-Executive Independent Chairman 5 5
Mr. Ritesh Vakil (MD) Executive Member 5 5
Mrs. Laxmi Donga Non-Executive Independent Member 5 5

II. Nomination & Remuneration Committee:

Composition and Attendance

Pursuant to section 178 of Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 nomination and remunerationcommittee 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 fifty percentof 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 2021 on December 30 20s21.

The composition of the Nomination and Remuneration Committee of the Board of Directorsof the Company along with the details of meetings held and attended by the members of theCommittee during the financial year ended March 31 2022:

No. of Meetings

Name Designation Designation Held Attended
Mrs. Laxmi Donga Non-Executive 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 (ListingObligations and Disclosure Requirements) Regulation 2015 stakeholders' relationshipcommittee 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 theprovisions of Section 178 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

a. The Committee periodically reviews the status of shareholders' grievances andredressal of the same. The Committee met one time in the financial year ended March 312022 on February 14 2022. The necessary quorum was present for all the meetings.

The composition of Stakeholders' Relationship Committee and attendance of the membersduring the year is as given below.

No. of Meetings

Name Designation Designation Held Attended
Mr. Timir Shah Non-Executive Chairperson 1 1
Mrs. Laxmi Donga Non-Executive Member 1 1
Mr. Ritesh Vakil Independent Executive Member 1 1

The Company during the year has received no complaints. No complaints are pending as onthe year ended March 31 2022.


The list of Directors & Key Managerial Person of the Company as on March 31 2022is as follows:

1. Mr. Ritesh Vijay Vakil (DIN 00153325) - Managing Director
2. Mrs. Aruna Tripathi (DIN 00152312) - Non-Executive Director
3. Mr. Timir Shah (DIN 00185268) - Independent Director
4. Mrs. Vasarla Durga (DIN 08593741) - Non-Executive Director
5. Mrs. Laxmi Donga Shrinivas (DIN 08593758) - Non- Executive
Independent Director
6. Mr. Prajesh Pravinbhai Chaudhary (PAN BBNPC2704C) Chief Financial Officer

None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they have meetcriteria 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 expertiseand experience and are the person of integrity and repute. They fulfill the Conditionsspecified in the Companies Act 2013 and the rules made thereunder and are independent ofthe management.

Further all the independent directors on the Board of the Company are registered withthe Indian Institute of Corporate Affairs Manesar Gurgaon (“IICA”) as notifiedby the Central Government under Section 150(1) of the Companies Act 2013 till the FY2019-20. The registration of the same is expired. As per applicable requirementIndependent Directors have not undergone online proficiency self-assessment test withinthe time prescribed by the IICA.

During the year under review the changes that took place in the composition of theBoard & KMP's are as follows: a) Ms. Afrin Dildarali Shaikh (PAN DPCPS8214A) hasresigned from the post of the Company Secretary of the Company w.e.f. December 24 2021.

Post financial year following changes took place in the composition of the KMP's:

a) Mrs. Trisha Tahalramani (PAN: AWWPR8462M) has been appointed as Company Secretaryand Compliance Officer of the Company w.e.f. May 21 2022.


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. ArunaRavilal Tripathi (DIN: 00152312) Non-Executive Director is liable to retire by rotationat the ensuing AGM and being eligible has offered herself for re-appointment. There-appointment is being placed for your approval at the AGM. The Members of the Companymay wish to refer to the accompanying Notice of the 37th AGM of the Companyfor a brief profile of the Director.


Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as Listing Regulations) a separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who were evaluatedon parameters such as level of engagement and contribution and independence of judgmentthereby safeguarding the interest of the Company. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors. The board also carried out annual performance evaluation of the working of itsAudit Nomination and Remuneration as well as Shareholders / Investors Relations andGrievance Committee. The Directors expressed their satisfaction with the evaluationprocess.


The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Managerial Personnel and theirremuneration. The remuneration policy as adopted by the company envisages payment ofremuneration according to qualification experience and performance at different levels ofthe organization.


Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure B.

During the year under review there are no employees who comes within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.


Independent Directors are familiarised with their roles rights and responsibilities inthe company as well as with the nature of industry and business model of the companythrough various internal programmes and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time.


i) Statutory Auditors:

At the Extra Ordinary General Meeting (EOGM) meeting held on March 10 2022 M/s.Maheshwari & Co. Chartered Accountants (ICAI Firm Registration No. 105834W) wereappointed as the Statutory Auditors of the Company to fill the casual vacancy in theoffice of the Company's Statutory Auditors to hold the office of the Company till the 37thAnnual General Meeting of the Company.

M/s. Maheshwari & Co. Chartered Accountants shall retire at the conclusion ofthis AGM pursuant to the provisions of Section 139 of the Companies Act 2013. The Boardof Directors of the Company at their meeting held on December 11 2022 on therecommendation of the Audit Committee have approved the appointment of M/s. Maheshwari& Co. Chartered Accountants as the Statutory Auditors of the Company for a period of5 years from the conclusion of this AGM till the conclusion of the 42nd AnnualGeneral Meeting (AGM) to be held in the year 2027 subject to approval by the members atensuing annual general meeting.

The Auditors' Report and notes to the financial statements referred in the AuditorsReport are self-explanatory and therefore do not call for any further comments underSection 134 of the Companies Act 2013. The Auditors' Report is enclosed with thefinancial 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 Directorsof the Company has appointed Mohd Akram Practicing Company Secretary to conduct theSecretarial Audit of the Company for the financial year ended March 31 2022.

The Secretarial Audit Report is annexed and detailed in Annexure C to thisreportherewith. The qualifications provided in the report are self-explanatory and alongwith explanation of Board are as follows.

Comments on qualifications in Secretarial Audit Report:

Comments in Secretarial Audit Report Directors Comment
Trading of Stock in BSE The company has been suspended from trading in BSE from March 2018. Post financial year the suspension has been revoked by BSE Ltd vide letter dated May 24 2022.
Dematerization of Shares Due to suspension of trading in BSE the Company is process of dematerializing its shares from physical to in demat form. The Company has already informed the promoters about the dematerialisation of the Shares. Further it was by promoters that they shall dematerialise their shares at the earliest.
Consolidation of Financials Due to COVID-19 pandemic management of the Company was not available. Further the Company has identified the said violation and shall start complying with the same.
Registration of Independent Directors The Company had duly informed the Independent Directors to register themselves and to undergo the online proficiency self- assessment test as prescribed by the IICA. It was informed by the Independent Directors that the same shall be done by them in due course of time.

The other comments of the auditor are self-explanatory and the company shall strive itsbest to comply with the statutory compliance in the future. The management of the companyshall take all necessary steps and actions to do proper and timely compliance. It assuresto do timely compliance in future under various applicable acts & regulations.

iii) Internal Auditor:

Mr. Jimit Gathani Practicing Chartered Accountant Mumbai performed the duties ofinternal auditors of the company for the Financial Year 2021-22 and their report isreviewed by the audit committee from time to time.

iv) Cost Auditor:

The Company is not required to appoint cost auditor pursuant to provisions of section148 of the Companies Act 2013 and rules made thereunder.


Conservation of energy and technology absorption information pursuant to section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is not applicable. The details of Foreign Exchange Earnings and Outgo during the yearare as follows:

Foreign Exchange Earnings INR 0.00
Foreign Exchange Outgo INR 0.00


The Company had adopted a Whistle Blower Policy (“the Policy”) as requiredunder Section 177(9) of the Companies Act 2013. The Policy has been formulated with aview to provide a mechanism for directors and employees of the Company to approach theEthics Counselor/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 . No complaints were received during the financial year2021-22.


There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company; hence details are not required to be givenunder AOC-2. The details of the related party transactions are provided elsewhere in thisannual report in the Notes to Accounts to the Financial Statements. Transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee for its omnibus approval.


The provisions of Section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security if any areforming part of the financial statements.


During the year your Company has not passed any resolution through Postal Ballot.


pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations the provisions ofregulations 17 17A 18 19 20 21 22 23 24 24A 25 26 27 and clauses (b) to (i)and (t) of sub regulation (2) of regulation 46 and para C D and E of Schedule V of SEBIListing Regulations are not applicable to the Company.


Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for F.Y. 2021-22 shall be available onCompany's website at


The Company has in place adequate internal financial controls with reference tofinancial statements. The Company is following all the applicable Accounting Standards forproperly maintaining the books of accounts and reporting financial statements. Theinternal auditor of the Company checks and verifies the internal control and monitors themin accordance with policy adopted by the Company. The Company continues to ensure properand 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 thedesign or operation was observed.


The Management Discussion and Analysis Report in terms of the provisions of Regulation34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015(Listing Regulations) is enclosed as a part of this report.


In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Managing Director and ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting has been obtained.


The Ministry of Corporate affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of thisnotification the Company has adopted IND AS and the financial statements for the yearended March 31 2022 are prepared in accordance to the same.


The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.


Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to investorEducation and Protection Fund (IEPF).


Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 otherwiseb. Issue of Shares (Including sweat equity shares) to employees of the Company under anyscheme save and except ESOS referred to in this Report. c. Neither the Managing Directornor the Whole-time Director of the Company receives any remuneration or commission. d. Nosignificant or material order was passed by the regulators or courts or tribunals whichimpact the going concern status and the Company's operation in future. e. The Company haszero tolerance for sexual harassment at the workplace. During the year under review theCompany is neither required to adopt policy for prevention of Sexual Harassment of Womenat Workplace nor to constitute Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. f. The provisionsof Corporate Social Responsibility (CSR) are not applicable to your company.


The Board of Directors of your Company wishes to express gratitude for the cooperationguidance and support received from the Ministry of Finance various other Ministries andDepartments of the Government of India Securities and Exchange Board of India theReserve Bank of India other regulatory bodies and State Governments. The Board ofDirectors also acknowledges the continue cooperation received from all overseascorrespondent banks and other members of the banking fraternity. The Board of Directorswould like to sincerely thank Banks Financial Institutions and other investors andshareholders for their continued support. The Directors of your Company place on recordtheir appreciation of the dedicated and sincere service rendered by the officers and staffat all levels.

Pet Plastics Limited
Place: Mumbai
Dated: August 12 2022 Sd/-
Timir Shah
Chairman and Director
DIN: 00185268