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Polymac Thermoformers Ltd.

BSE: 537573 Sector: Industrials
NSE: N.A. ISIN Code: INE826P01018
BSE 00:00 | 23 Mar 32.13 -0.07
(-0.22%)
OPEN

32.00

HIGH

32.18

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32.00

NSE 05:30 | 01 Jan Polymac Thermoformers Ltd
OPEN 32.00
PREVIOUS CLOSE 32.20
VOLUME 16000
52-Week high 43.90
52-Week low 25.75
P/E 30.60
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.00
CLOSE 32.20
VOLUME 16000
52-Week high 43.90
52-Week low 25.75
P/E 30.60
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Polymac Thermoformers Ltd. (POLYMACTHERMOF) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their Twenty Third Annual Report and theCompany's Audited FinancialStatement for the financial year ended 31st March2022.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended 31st March 2022 issummarized below:

STANDALONE
PARTICULARS 31.03.2022 31.03.2021
Net Sales /Income from Business Operations 71818128.00 61397466.00
Other Income 10564935.00 7906643.00
Total Income 82383062.00 69304109.00
Less Total Expenses 75880993.00 67475583.00
Profit after depreciation and Interest 6502070.00 1828526.00
Less Current Income Tax 1250000.00 903799.00
Less Previous year adjustment of Income Tax 0 0
Less Deferred Tax 240531.00 0
Net Profit after Tax 5011539.00 1100862.46
Dividend (including Interim if any and final )
Net Profit after dividend and Tax 5011539.00 1100862.46
Amount transferred to General Reserve
Balance carried to Balance Sheet 5011539.00 1100862.46
No. of Shares 4781600 4781600
Earnings per share (Basic) 1.05 0.23
Earnings per Share (Diluted) 1.05 0.23

2. State of Company's Affairs and Future Outlook:

The year 2021-2022 was indeed a challenging year but instead of constantly keeping aclose watch on the various fluctuation and by putting best effort to overcome from itcompany able to achieve profit.

The lockdown imposed due to COVID-19 pandemic had a negative impact on the business ofthe Company. In compliance with the directions issued by Central Government/StateGovernment/ Municipal Corporations with a view to prevent and contain the spread ofCOVID-19 the Company had temporarily shut down its office to ensure the safety andwell-being of all its employees customers and other stakeholders. The company starts itsoffice operations after the demand for our products rised in the market and the CoVid-19situation is was controlled.

The Company is taking all necessary steps to reduce wastages and make production costefficient and will surely be able to achieve its target.

On a standalone basis the revenue from operations for FY 2021-22 increased to Rs.82383062.00 as compare from the previous year is Rs. 69304109 (FY 2020-2021).However the Net Profit after Tax is Rs. 5011539.00 as compare from the previous year isRs. 1100862.00 for FY 2020-2021.

The Management discussion and analysis report focuses on your Company's strategies forgrowth and the performance review of the businesses / operations in depth and forms partof this Annual Report.

3. Change In Nature of Business If Any:

There is no change in the nature of business of the company.

4. Dividend:

In order to conserve the resources and to improve the financial position of theCompany the Directors of your Company do not recommend any dividend for the current year.

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

There was no unpaid/unclaimed Dividend declared and paid last year and hence theprovisions of Section 125 of the Companies Act 2013 do not apply.

6. Amounts Transferred to Reserves in terms of Section 134(3)(j) of the Companies Act2013

During the year under review this item is explained under the head “Reserves andSurplus” forming part of the Balance Sheet as mentioned in the Note No. 2 of theSignificant accounting policies and notes forming part of the financial statements.

7. Changes in Share Capital If Any:

During the Financial Year 2021-2022 the share capital of the Company remainedunchanged.

8. Details pertaining to shares in suspense account

There is nil shares in suspense account.

9. Details under Section 67(3) of the Companies Act 2013 in respect of any scheme ofprovision of money for purchase of own shares by employees or by trustee for the benefitsof employees

There is no such shares as per Section 67(3) of the Companies Act 2013.

10. Material changes and commitments if any affecting the financial position of thecompany occurred between the ends of the financial year to which these financialstatements relate and the date of the report:

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

11. Energy Conservation Technology Absorption Foreign Exchange Earnings and Outgo:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureI and is attached to this report.

12. Statutory Auditors:

Pursuant to applicable provisions of the Act the Members of the Company at the AGMheld on 29-09-2021 appointed M/s. Pankaj Verma & Associates (FRN No: 322593E) as theStatutory Auditors of the Company for a period of five years from the conclusion of 22ndAGM till the conclusion of 27th AGM of the company. Therefore M/s. PankajVerma & Associates (FRN No: 322593E) Chartered Accountants shall continue asstatutory auditors of the Company. They have also confirmed that they hold a valid peerreview certificate as prescribed under Regulation 33(1) (d) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Auditors' Report for the financial year ended 31st March 2022 on the financialstatements of the Company is a part of this Annual Report. There is no qualificationreservation or adverse remark made by the Statutory Auditors in their report. The Auditorshave not reported any incident of fraud in terms of Section 143 (12) of the Act. The Noteson Financial Statements referred to in the Auditors' Report are self- explanatory and donot call for any further comments.

13. Secretarial Audit Report:

In accordance with provisions of Section 204 of the Companies Act 2013 the Companyhad appointed M/S Agarwal Priti & Associates Practicing Company Secretaries toconduct the secretarial audit of the Company for the Financial Year 2022-23. In accordancewith the Companies Act 2013 the Company had appointed M/S Santosh Singh &Associates Practicing Company Secretaries on resignation of M/S Hemant Sharma &Associates dated 30th day of May 2022 to conduct the secretarial audit of theCompany for the Financial Year 2021-22. The Secretarial Audit Report for the financialyear ended on March 31 2022 is annexed herewith marked as Annexure-II to this Report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

14. Internal Auditors:

The Company has appointed Prem Suman (M. No. 066806) partner of P. Suman &Associates (Firm Registration No. 327089E) as Internal Auditor of the Company for theFinancial Year 2022-2023 in accordance with Section 138 of the Act read with theCompanies (Accounts) Rules 2014.

15. Cost Auditors:

The provision for conducting Cost Audit and or maintaining Cost Record as per the Actdoes not apply to your Company during the financial year under report.

16. Audit Qualifications on Auditor's Report:

There were no qualifications reservations or adverse remarks made by the Auditors.

17. Directors and Key Managerial Personnel:

The Key Managerial Personnel of the Company are as follows:

Mr. Sourav Mondal Chief Financial Officer
Ms. Sunita Shroff Whole-time Director
Ms. Anjali Gupta Company Secretary

18. Changes in Directors and KMP:

During the financial year 2021-2022 under review Mr. Abhay Goenka was appointed asIndependent Director as on 17-12-2021. Ms. Anjali Gupta was appointed as Company Secretaryas on 08-10-2021 and Mr. Sourav Mondal was appointed as CFO as on 31-08-2021 of thecompany

19. Declaration by Independent Director(s) and reappointment if any.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and under LODR guidelines 2016 of Listing Agreemententered into with the Stock Exchanges.

As required under Regulation 25(3) of SEBI (Listing Obligation ad DisclosureRequirements) Regulation 2015 and Schedule IV of the Act Mr. Pramod Kumar Agrawal andMr. Abhay Goenka the Independent Directors of the Company had a separate meeting held on11th February 2022

Annual Performance and Board Evaluation.

A declaration by the Independent director(s) under sub- section (6) of section 149 ofthe Companies Act 2013 has been received in the meeting. Pursuant to provision of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and on the recommendation of the Nomination and Remuneration Committeeof the Company a structured questionnaire was prepared after taking into consideration thevarious aspect of the Board Functioning composition of the Board and its Committeeculture execution and performance of specific duties obligations and governance.

A certificate has been received from Practicing Company Secretaries M/S Santosh Singh& Associates pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 that none of the Directors on the Board of the Company has beendebarred or disqualified from being appointed or continuing as directors of companies bythe Securities and Exchange Board of India Ministry of Corporate Affairs or any suchstatutory authority. The same is annexed to this Report as Annexure - III

20. Number of Board Meetings:

The Board of Directors duly met on 21.04.2021; 28.05.2021; 30.08.2021; 01.09.2021;08.10.2021; 13.12.2021; 14.12.2021; 17.12.2021; 24.12.2021; 29.01.2022; 11.02.2022 and31.03.2022. The maximum gap between two Board meetings was not more than one hundred andtwenty days as per the Section 173(1) of the Companies Act 2013.The details of Boardmeetings held during the financial year attendance of Directors at the meetings etc.have been provided separately in the report on corporate governance forming part of thisAnnual Report.

21. COMMITTEES OF BOARD:

Pursuant to various requirements under the Act and the Listing Regulations the Boardof Directors has constituted various committees such as Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Risk Management Committee andSexual Harassment Committee. The details of all the above committees along withcomposition terms of reference attendance at meetings and meetings held during the yearare provided in the “Corporate Governance Report” forming part of this AnnualReport

(a) Company's policy relating to directors appointment payment of remuneration anddischarge of their duties:

The Committee has formulated the Nomination and Remuneration Policy which broadly laiddown the various principles of remuneration and covers the procedure for selectionappointment and compensation structure of Board members Key Managerial Personnel (KMPs)and Senior Management Personnel (SMPs) of your Company.

(b) Performance evaluation:

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for Performance Evaluation of the Board (including Committees) and everyDirector (including Independent Directors) pursuant to provisions of Section 134 Section149 read with Code of Independent Directors (Schedule IV) and Section 178 of the CompaniesAct 2013 and the regulation 19 of SEBI LODR guidelines 2015 covering inter-alia thefollowing parameters namely:

1. Board Evaluation

2. Board Committee Evaluation

3. Individual Director Evaluation

Based on these criteria the performance of the Board various Board Committees viz.Audit Committee Nomination and Remuneration Committee and Individual Directors (includingIndependent Directors) was evaluated to be satisfactory.

During the year under review the Independent Directors of your Company reviewed theperformance of Non- Independent Directors and Chairperson of your Company taking intoaccount the views of Executive Directors and Non-Executive Directors.

The policy aims to attract retain and motivate qualified people at the executive andat the board levels and ensures that the interests of Board members & seniorexecutives are aligned with the business strategy objectives values and long-terminterests of the Company. The Policy is available as an annexure IV

22. Subsidiaries Joint Ventures and Associate Companies:

The Company does not have any Subsidiaries Joint Ventures or Associates Companiesduring the year under review.

23. 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

24. Extract of Annual Return:

As provided under Section 92(3) and 134(3)(a) of the Act read with Rule 12 of ChapterVII Rules of the Companies (Management and Administration) Amendment Rules 2021 AnnualReturn in Form MGT-7 for FY 2021-22 is uploaded on the website of the Company i.e.www.polymacthermoformers.com.

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

No such orders have been passed against the Company.

26. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

27. Deposits:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014.

28. Details of Policy Developed and Implemented by The Company on Its Corporate SocialResponsibility Initiatives:

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.

29. Particulars of Loans Guarantees or Investments made Under Section 186 of TheCompanies Act 2013:

There were no loans guarantees investments made by the Companies under Section 186 ofthe Companies Act 2013 during the year under review which was as per section 186 of theCompanies Act 2013.

30. Particulars of Contracts or Arrangements made with Related Parties:

All the related party transactions of your Company are entered on arm's length basisand are in compliance with the applicable provisions of the Companies Act 2013 and theListing Agreement. There are no materially significant transactions made by the Companywith Promoters Directors or Key Managerial Personnel (KMPs) which have potential conflictwith the interest of your Company at large .Members may refer to the notes to thefinancial statements for details of related party transactions. Since all related partytransactions entered into by your Company were in the ordinary course of business and wereon an arm's length basis Form AOC-2 is not applicable to your Company.

31. Particulars of Employees and Related Disclosures:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therewere no such employees drawing remuneration in excess of the limits set out in the saidrules.

In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.

32. Corporate Governance:

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015“15(2) The compliance with the corporate governance provisions asspecified in regulations 17 1819 20 2122 23 24 25 26 27 and clauses (b) to (i)of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not applyin respect of 15(2)(b): the listed entity which has listed its specified securities on theSME Exchange Provided that for other listed entities which are not companies but bodycorporate or are subject to regulations under other statues the provisions of corporategovernance provisions as specified in regulation 17 18 19 202122 23 24 25 26 27and 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

33. Sexual Harassment Of Women At Work Place (Prevention Prohibition And RedressalAct 2013

There were no complaints received during the financial year 2021-2022 and hence nocomplaint is outstanding as on 31.03.2022 for redressal. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for safe and secure environment for women employee.

34. Risk Management Policy:

Your company already has “Risk Management Policy” in writing which is alsouploaded on the website of the company. The policy is regularly updated taking intoconsideration the changes taking place in the business environment. Your company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.

35. Secretarial Standards:

The Company has adhered to applicable Secretarial Standard i.e. SS-1 and SS-2 relatingto “Meeting of the Board of Directors' and “General Meetings”.

36. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2022 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors had 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 as at 31st March 2022 and of the profit/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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

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

(f) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

37. Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review as stipulatedunder LODR Guidelines is presented in a separate section forming part of the Annual Reportand enclosed as Annexure V.

38. Response to COVID-19:

The COVID- 19 pandemic emerged as a global challenge for everyone and every countryleading to disruption across the world. Considering the health and safety of theemployees the company tried to adopt work from home model as much as possible. We triedto conduct the business with some modification to employee travel and employee worklocation but not limited to work from home. In factories where complete halt down was notpossible due to manufacturing business safety measures / initiatives were taken to ensurethe well-being of the employees.

39. Acknowledgment:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board
For POLYMAC THERMOFORMERS LIMITED
Place: Kolkata
Date: 26/08/2022
Sd/- Sd/-
PUSPJEET KUMAR SUNITA SHROFF
(Director) (Whole time Director)
DIN.: 00548463 DIN: 08797136

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