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Purity Flex Pack Ltd.

BSE: 523315 Sector: Industrials
NSE: N.A. ISIN Code: INE898O01010
BSE 00:00 | 19 Feb Purity Flex Pack Ltd
NSE 05:30 | 01 Jan Purity Flex Pack Ltd
OPEN 2.04
PREVIOUS CLOSE 2.04
VOLUME 300
52-Week high 2.04
52-Week low 0.00
P/E 0.63
Mkt Cap.(Rs cr) 0
Buy Price 2.04
Buy Qty 5900.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.04
CLOSE 2.04
VOLUME 300
52-Week high 2.04
52-Week low 0.00
P/E 0.63
Mkt Cap.(Rs cr) 0
Buy Price 2.04
Buy Qty 5900.00
Sell Price 0.00
Sell Qty 0.00

Purity Flex Pack Ltd. (PURITYFLEXPACK) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's 34th AnnualReport and the Company's Audited Financial Statements for the Financial Year ended on 31stMarch 2022.

RESULTS OF OUR OPERATIONS

The Company's financial performance for the year ended 315t March 2022 issummarised below:

(Rs in lakhs except per equity share data)

Particulars 31st March 2022 31st March 2021
Revenue from operations 10406.17 9343.31
Other Income 21.17 41.92
Total Income 10427.33 9385.24
Profit Before Interest Depreciation Exceptional Items and Tax 510.76 1442.9
Less: Interest 135.41 90.55
Less: Depreciation 313.70 256.87
Profit Before Exceptional Items and Tax 61.65 1095.48
Less: Exceptional Items Nil Nil
Profit Before Tax 61.65 1095.48
Less: Current Tax - 267.77
Less: MAT Credit (entitlement)/utilization - -
Less: Earlier Year Income Tax - (33.62)
Less: Deferred Tax 26.86 (22.51)
Profit After Tax 34.79 883.84
Total comprehensive income for the year attributable to the owners of the Company 34.79 883.84
Earnings per share (EPS)
Basic (Rs) 3.24 82.34
Diluted (Rs) 3.24 82.34

PERFORMANCE OF THE COMPANY

The turnover including other income of the Company for the Financial Year 2021-22amounted to Rs 10427.33 Lakhs as against last year's Rs 9385.24 Lakhs. The Profit beforeexceptional items and tax is Rs 61.65 Lakhs as against Rs 1095.48 Lakhs of last year.Profit for the year isRs 34.79 Lakhs as against Rs 883.84 Lakhs of last year.

ANNUAL RETURN

As per the provisions of Section 92(3) read with Section 134(3) of the Act AnnualReturn for the Financial Year ended on 31st March 2022 in prescribed Form NoMGT 7 is available on the website of the Company onhttp://www.puritvflexpack.com/pdf/MGT-7-2022.pdf.

DIVIDEND

In view of retain the resources and future expansion your directors have notrecommended dividend for the year ended 315t March 2022.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs 60000000/- (Rupees Six CroresOnly) divided into 6000000 Equity Shares of Rs 10/- each.

There was no change in the capital structure of the Company during the Financial Yearunder review. The paid up Equity Share capital as on 31st March 2022 was Rs10734000/-.

LISTING OF SHARES

The Company's shares are listed on BSE under Scrip Code 523315. The ISIN code of theCompany is INE898001010.

NATURE OF BUSINESS

There was no change in the nature of business during the Financial Year under review.

SUBSIDIARIES ASSOCIATES & JOINT VENTURES

The Company does not have any Subsidiary Associate & Joint Venture Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI"). The disclosures as required under Schedule V to theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are annexed asAnnexure I of this Annual Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of Corporate Governance is attached tothe report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD

The Board met seven (7) times during the Financial Year. The meeting details areprovided in the Corporate Governance Report that forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed by theCompanies Act 2013.

COMMITTEES OF THE BOARD

As on 315t March 2022 the Board had three committees viz. the AuditCommittee the Nomination and Remuneration Committee and the Stakeholders RelationshipCommittee. A majority of the committees consists entirely of independent directors. Duringthe year all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in theCorporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with the Indian AccountingStandards (Ind AS) under the historical cost convention on accrual basis except forcertain financial instruments which are measured at fair values the provisions of theCompanies Act 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS areprescribed under Section 133 of the Companies Act 2013 read with Rule 3 of the Companies(Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards)Amendment Rules 2016. Accounting policies have been consistently applied except where anewly-issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

i. In preparation of the annual accounts for the Financial Year ended 31stMarch 2022 the applicable accounting standards have been followed and there are nomaterial departures.

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Yearand of the Profitof the Company for that period.

iii. They have taken proper and sufficient care towards 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.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls which are adequate and areoperating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the Financial Year to whichthe Financial Statements relate and the date of this report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of 315t March 2022 the Board hadeight members two of whom are executive directors two non-executive and non-independentdirectors and four independent directors. There is one Woman director on the Board. Thepolicy of the Company on directors' appointment and remuneration including the criteriafor determining qualifications positive attributes independence of a director and othermatters as required under Sub-section (3) of Section 178 of the Companies Act 2013 isavailable on our website at www.puritvflexpack.com. We affirm that the remuneration paidto the directors is as per the terms laid out in the Nomination and Remuneration Policy ofthe Company.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the Financial Statements provided in this Annual Report.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure II tothe Board's report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis is set out as Annexure III of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as AnnexureIV.

STATE OF COMPANY'S AFFAIRS

The Company is engaged in the business of packaging. There is no change in the businessof the Company during the Financial Year ended 31st March 2022. Furtherinformation on the business overview and outlook and state of the affairs of the Companyis discussed in detail in the Management Discussion & Analysis.

CORPORATE SOCIAL RESPONSIBILTY

In accordance with the provisions of Section 135 of the Companies Act 2013 and thesaid Rules your Company has adopted CSR policy with the approval of the Board. It may beaccessed on the Company's website at the www.puritvflexpack.com.

The Report on CSR activities in terms of the requirements of Companies (CorporateSocial Responsibility Policy) Rules 2014 is annexed as Annexure V which forms part ofthis Report. The Company has not constituted the Corporate Social Responsibility Committee('CSR Committee) as per Section 135(9) of the Act where the amount of CSR to be spentdoes not exceed fifty lakh rupees the requirement of constitution of Corporate SocialResponsibility shall not be applicable and the functions of such committee shall bedischarged by the Board of Directors of the Company.

Your Company is committed to CSR and strongly believes that the business objectives ofthe Company must be in congruence with the legitimate development needs of the society inwhich it operates. During the year under review the Company incurred a CSR Expenditure ofRs. 11.30 Lakhs which was more than statutory limits required to be spent by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Vaishali Amin Director of the Company retires by rotation at the ensuingAGM. The Board of Directors on the recommendation of the Nomination and RemunerationCommittee has recommended her re-appointment.

Ms. Matrikaa Sharma was appointed as a Company Secretary & Compliance Officerw.e.f. 26th June 2021. Mr. Harshad Bhatt had resigned from the directorshipdue to his pro longed illness w.e.f. 26h June 2021.

Due to completion of two consecutive terms as an Independent Director on the Board ofthe Company Mr. Nilesh Patel Mr. Darshak Sheth and Mr. Manish Baxi were not eligible tobe reappointed on the Board and resigned w.e.f. 31st March 2022. Mr. AalokDavda Mr. Pratik Shah and Mr. Forum Lodaya were appointed as an Additional IndependentDirector considering their integrity expertise and experience w.e.f. 26thMarch 2022 for a period of five (5) years subject to the approval of shareholders at the34h AGM. The notice convening the meeting sets out the details of hisappointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Listing Regulations.

The Board of Directors further confirms that the Independent Directors also meet thecriteria of expertise experience integrity and proficiency in terms of Rule 8 of theCompanies (Accounts) Amendment Rules 2019.

FORMAL ANNUAL EVALUATION

The Company has a policy for performance evaluation of the Board Committees and otherIndividual Directors (including Independent Directors) which include criteria forperformance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committeethe Board carried out annual performance evaluation of the Board its Committees andIndividual Directors. The Independent Directors carried out annual performance evaluationof the Chairperson the non-independent directors and the Board as a whole. The Chairmanof the respective Committees shared the report on evaluation with the respective Committeemembers. The performance of each Committee was evaluated by the Board based on report onevaluation received from respective Committees. A consolidated report was shared with theChairman of the Board for his review and giving feedback to each Director.

RISK MANAGEMENT POLICY

The Company has a well defined process in place to ensure appropriate identificationand mitigation of risks. The Risk Management has been entrusted by the Board with theresponsibility of identification and mitigation plans for ongoing operations of theCompany. Elements of risks to the Company are listed in the notes to the FinancialStatements.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

CODE OF CONDUCT

The code of conduct has been put on the Company's website www.purityflexpack.com. Themembers of the board and senior management personnel have affirmed the compliance with theCode applicable to them during the year ended 31s1 March 2022. The AnnualReport contains declaration to this effect signed by Mr. Anil Patel - Chief ExecutiveOfficer and Mr. Kunal Patel - Chief Financial Officer of the Company.

AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

M/s. Modi & Joshi Chartered Accountants (Firm Regn. No. 135442W) was appointed asthe Statutory Auditors to hold the office from the conclusion of the 29th AGMheld on 2nd September 2017 until the conclusion of the AGM in the Year 2022 ata remuneration as may be approved by the Board. They have not reported any fraud asspecified under second proviso of Section 143 (12) of the Companies Act 2013.

The Board has approved the appointment of M/s. Shah Mehta and Bakshi CharteredAccountants as statutory auditors for a period of Five (5) years i.e. from conclusion ofthe 34th Annual General Meeting till the conclusion of 39th Annualgeneral meeting.

The remuneration payable to the Statutory Auditors shall be determined by the Board ofDirectors based on the recommendation of the Audit Committee.

B. Secretarial Auditors

The Board had appointed Mr. Devesh R. Desai Practising Company Secretary to conduct asecretarial audit for the Financial Year 2021-22. The Secretarial Audit Report for theFinancial Year ended 31st March 2022 is attached herewith as Annexure VI. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the Company during business hours on working days of theCompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the Compliance Officer in advance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

During the year under review your Company has not received any complaint under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177(9) of the Companies Act 2013 Rules framed thereunder andRegulation 22 of the SEBI Listing Regulations the Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee. The Whistle Blower Policyis placed on the website of the Company www.purityflexpack.com.

COMPLIANCE CERTIFICATE

The CEO and CFO have certified to the Board with regard to the Financial Statements andother matters as required under Regulation 17(8) read with Part B of Schedule II to theSEBI Listing Regulations.

INSURANCE

All the properties of the Company have been adequately and appropriately insured.

ACKNOWLEDGMENTS

The Directors gratefully acknowledge the support given by the Customers DealersDistributors Suppliers Bankers various departments of the Central and StateGovernments Local Authorities and also the Shareholders of the Company.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Directors appreciate and value the contribution made by every member of the PurityFlexpack Limited.

For and on behalf of the Board
For Purity Flexpack Limited
Anil Patel
Place: Vanseti Chairman & Managing Director
Date: 28th May 2022 DIN : 00006904

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