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Tirth Plastic Ltd.

BSE: 526675 Sector: Industrials
NSE: N.A. ISIN Code: INE008N01018
BSE 05:30 | 01 Jan Tirth Plastic Ltd
NSE 05:30 | 01 Jan Tirth Plastic Ltd

Tirth Plastic Ltd. (TIRTHPLASTIC) - Director Report

Company director report

To

The Members

TIRTH PLASTIC LIMITED

Your Directors have pleasure in presenting herewith their 35th Annual Reporton the business and operation of the Company together with the Audited Statements ofAccounts of the Company for the year ended on 31st March 2021.

1. STATE OF AFFAIRS OF THE COMPANY:

M/S TIRTH PLASTIC LIMITED is into Trading of Plastic plastic material and its alliedproducts catering to vast opportunities in the sector.

• SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS:

The Company is engaged in only one business i.e. Trading Of Plastic Related Products.Accordingly there is no segments of business activity of the Company.

• CHANGE IN STATUS OF THE COMPANY: The status of the company has not been changedduring the financial year 2020-21.

• KEY BUSINESS DEVELOPMENTS: Not Applicable

• CHANGE IN THE FINANCIAL YEAR: The company has not changed its financial yearduring the year.

• CAPITAL EXPENDITURE PROGRAMMES: Not Applicable

• DETAILS AND STATUS OF ACQUISITION MERGER. EXPANSION MODERNIZATION ANDDIVERSIFICATION: Not Applicable

• DEVELOPMENTS. ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTYRIGHTS: Not Applicable

• ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY: Nomaterial events have occurred during the financial year 2020-21 which impact on theaffairs of the Company.

• IMPACT OF COVID -19: There is no such material impact of COVID-19 on thebusiness of the Company.

2. FINANCIAL SUMMERY (STANDALONE):

(Rs. In Lacs)

PARTICULARS 2020-21 2019-20
Revenue from Operations 0 6.43
Other income 9.82 10.14
Total Income 9.82 16.56
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 0.58 -30.59
Less: Depreciation - -
Profit/loss before Finance Costs Exceptional items and Tax Expense 0.58 -30.59
Less: Finance Cost - -
Profit/loss before Exceptional items and Tax Expense 0.58 -30.59
Less: Exceptional Items - -
Profit / (Loss) Before Tax 0.58 -30.59
Provision for Tax & Deferred Tax - -
Profit / (Loss) After Tax 0.58 -30.59
Other Comprehensive income (net of tax effect) - -
Total Comprehensive income 0.58 -30.59
Add : Balance as per last Financial Statement -202.71 -172.12
Disposable Surplus - -
Less : Transfer to General Reserve - -
Dividend Paid (19-20) - -
Dividend Paid (18-19) - -
Dividend Distribution Tax (19-20) - -
Dividend Distribution Tax (18-19) - -
Balance carried forward -202.13 -202.71

3. PERFORMANCE OF THE COMPANY

The Company has not carried any commercial activities during the financial year 2020-21as compare to turnover amounting to Rs. 6.43 lakhs in the previous financial year.However the company has earned other income amounting to Rs. 9.82 lakhs during the year.The fixed expenditure like employee benefit expenses and miscellaneous expenses during thefinancial year 2020-21 are Rs. 9.24 lakhs. The Company has earned net profit of Rs.58000/- during the year. The company will try to achieve the performance in terms of moreturnover as well as profit in next year by making more initiative in the activities of thecompany.

4. DIVIDEND:

Due to accumulated losses the Directors did not recommend dividend for the CurrentYear.

5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The company has not transferred any amount to reserves during the financial year202021.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions Section 152(6) of the Companies Act 2013 MRS. SHANDHYA(DIN: 08579512)Director of the Company retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer herself for reappointment. The Composition ofthe Board of Directors has changed during the financial year 2020-21.

MRS. SHANDHYA (DIN-08579512) has been appointed as a Non-executive Woman Director fromthe Additional Director with effect from 23rd December 2020 at the Annual General Meetingof the Company.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section 6 of Section 149 of the Companies Act 2013 and under Regulation 16 (b) ofSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

7. MEETINGS:

During the year Five Board Meetings and Four Audit Committee Meetings were dulyconvened and held. The following are the dates on which the said Board Meetings held:

SR. NO. DATE OF THE BOARD MEETING DATE OF THE AUDIT COMMITTEE MEETING
1 01.06.2020 31.07.2020
2 08.07.2020 14.09.2020
3 31.07.2020 12.11.2020
4 14.09.2020 13.02.2021
5 12.11.2020 -
6 13.02.2021 -

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

8. COMMITTEES:

The company has several committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statues.

The Board has constituted following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholder's Relationship Committee

The details with respect to the compositions powers roles terms of reference etc. ofrelevant committees are given in detail in the ‘Report on Corporate Governance' ofthe company which forms part of this Annual Report.

9. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2021 forms part of thisDirectors' Report as ‘Annexure: I'. The extract of Annual Return as well as AnnualReturn in form MGT -9 and MGT-7 are also available on the website of the Company(www.tirthlimited.in.)

10.STATUTORYAUDITORS & AUDIT REPORT:

The Company has appointed M/S. PRANAV R. SHAH & ASSOCIATES Chartered Accountants(F.R.NO. 132072W) as a statutory auditor of the Company at 33rd AGM of theCompany held on 30th September 2019 for the term of five financial years tohold office till the conclusion of the Annual General meeting for the Financial Year2023-24.

The Auditors comments on your company's accounts for year ended March 31 2021 areself-explanatory in nature and do not require any explanation as per provisions of Section134(3) (f) of the Companies Act 2013.

The Statutory auditor has given following disclaimer in its report:

• The financial statements show the recovery of Loans and Advances of Rs.500000/- from M B Parikh & Co. and Rs.2501500/- from M B Parikh Fin Stocks Ltd forwhich legal proceedings are pending before Honorable Court. As informed to us bymanagement that they are sure about its recovery. Our opinion is not modified in respectof this matter. However we have already created provision in the books of Account for thesaid outstanding amount.

• The financial statements show the amount recoverable from Shrimm ConstructionPrivate Limited for cancellation of agreement for purchase of property. As informed to usthe said agreement is cancelled and the seller is in process of refunding the amount. Thetotal amount recoverable as on 31-03-2021 is Rs.13241145.6. Our opinion is not modifiedin respect of this matter.

The Board of Directors of the Company has considered the same and commented that thesaid Loans & advances are recoverable and therefore it has been shown as Loans &Advances- Considered Good. Also the provision has been created in books of Accounts.

11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2020-21 the Statutory Auditor has not reported to the auditcommittee any instance of fraud committed against the Company by its employees or officersunder section 143(12) the details of which need to be reported in Board's Report.

12. INTERNAL FINANCIAL CONTROLS:

During the year the Company continued to implement their suggestionsandrecommendations to improve the control environment. Their scope of work includesreviewof processes for safeguarding the assets of the Company review of operationalefficiencyeffectiveness of systems and processes and assessing the internal controlstrengths in allareas.

13. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act 2013 read with Rule 3 of Companies(Cost Records and Audit) Rules 2014 Company does not fall under the criteria formaintaining cost record for the financial year 2020-21.

14. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013 your company had appointed M/S. A.SHAH & ASSOCIATES Practicing Company Secretaries Ahmedabad as its

Secretarial Auditors to conduct the Secretarial Audit of the company for F.Y.2020-21.The Report of the Secretarial Auditor for the F.Y.2020-21 is annexed to this report as‘Annexure: II' to the Directors' Report.

The Board of Directors of the Company has discussed the remarks as mentioned inSecretarial Audit Report at arm's length. The qualification raised by the SecretarialAuditor in its report and the justification of Board of Directors on the same are asfollows:

S.N. Deviations Justification by Board
1 The Company is yet to comply with Regulation 31(2) of The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 for maintaining 100% (hundred percent) of shareholding of promoter(s) and promoter group in dematerialized form. There is only three shareholders from promoter group are holding shares in Demat. All the other promoter shareholders are still holding shares in physical. The Company is taking necessary steps to convert the shares of promoter in DEMAT. The company will comply with the same in future.
2 The Company has yet not provided proof of dispatch of sending the annual report of 2019-20 to every member of the company as per the requirement of Section 136 and Section 101 of the Companies Act Regulation 36 of The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015. The Company is yet to provide proof of dispatch of Annual Report to the Shareholders for the Financial Year 2019-20. The company will comply with the same in future.
3 The Company had not complied with the requirement of Regulation 47 of SEBI (LODR) Regulations 2015 with respect to publication of newspaper advertisement with respect to intimation of Board meeting publication of quarterly financial Results Notice of AGM Book Closure and E voting. The company assures to provide newspaper advertisement as per the requirement of Regulation 47 of SEBI (LODR) Regulations 2015 from the current financial year.
4 Company is yet to comply with the section 138 of the Companies Act 2013 i.e. Internal Auditor needs to be appointed to conduct the internal audit of the functions and activities of the company. The Company will appoint Internal Auditor during the current financial year .
5 The Company has not submitted Regulation 7(3) for the quarter ended on March 2021 to BSE The delay is done in the submission due to non receipt of certificate from RTA. The company will comply with the same in future.
6 The company had been suspended for trading in equity shares by BSE w.e.f. 18th February 2002 due to non-compliances of certain Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company had applied for Revocation of Suspension of Trading in equity shares of Company. The Company had already complied with various pending Regulations of SEBI(LODR) Regulations 2015 and the company is currently complying with the various quarterly and half yearly regulations on regular basis.
7 The independent Directors of the Company are not registered under ID databank till date. The Company has already intimated to the directors to comply with the requirement of registration under ID Databank to continue as an Independent Director.
8 The DIR -3 KYC of the Directors are yet to be done. The Company is taking constant follow up for DIR 3 KYC to be done by Directors.

15. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration /CompensationCommittee framed a policy on directors' appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for Directors Key Managerial Personnel and other employees.The policy is annexed to this report as ‘Annexure:III'.

16. BOARD 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 Companies Act2013.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

17. DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. Hence the disclosures required as perRule 8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76of the Companies Act 2013 are not applicable to your Company.

18. FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year.

19. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.tirthlimited.in under Investors / Policy Documents / Vigil Mechanism Policy link.

20. CONSERVATION ENERGY & TECHNOLOGYABSORPTION:

(a)Conservation of energy:

(i) the steps taken or impact on conservation of energy N.A.
(ii) the steps taken by the company for utilizing alternate sources of energy N.A.
(iii) the capital investment on energy conservation equipment's N.A.

(b) Technology absorption:

(i) the efforts made towards technology absorption N.A.
(ii) the benefits derived like product improvement cost reduction product development or import substitution N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) N.A.
(a) the details of technology imported N.A.
(b) the year of import; N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
(iv) the expenditure incurred on Research and Development N.A.

The efforts are being made for energy conservation to new and innovative means.Further the Company did not have any imported technology during the financial year.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2020-21 there were no contract and arrangement done with therelated parties. The policy on materiality of Related Party Transactions and also ondealing with Related Party Transactions as approved by the Audit Committee and the Boardof Directors has been uploaded on the website of the Company at www.tirthlimited.in underinvestors/policy documents/Related Party Transaction Policy.

However the disclosure pursuant to Section 134 (3) (h) of the Act read with rule 8(2)of the Companies (Accounts) Rules 2014 regarding related party transaction as persubsection (1) of section 188 of the Companies Act 2013 are disclosed in Form No. AOC-2in the ‘Annexure: IV'.

22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g)of the Companies Act 2013 the Particularsof Loans Guarantees or Investments under Section 186 is annexed hereto as‘Annexure: V' and forms part of this Report.

23. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "Human Resources" as one of its most significantassets. The Company continues its focus on retention through employee engagementinitiatives and provides a holistic environment where employees get opportunities torealize their potential. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement. The Company's Health and Safety Policy commits toprovide a healthy and safe work environment to all employees.

24. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as ‘Annexure: VI' to theDirectors' Report.

B. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not provided as no employees is paidremuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 CR.Per Annum if employed for the whole year.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not fall under the purview of the section 135 of the Companies Act2013 which requires formulating a Corporate Social Responsibility Committee and adoptingany activities as specified in Schedule VII.

26. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace(Prevention Prohibition and Redressal) Act 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 every company having women employees engaged in thecompany during the financial year is required to set up an Internal Complaints Committeeto look into complaints relating to sexual harassment at workplace received from any womenemployee.

There was one employee working in the Organization during the financial year 202021.Hence there is no need to constitute committee and formulate policy in accordance withthe section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

27. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year underreview.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As per the corporate governance norms a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisReport.

29. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

The company is under the phase of Suspension of trading in securities and the companyhas filed application for Revocation of Suspension.

30. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER BALANCESHEET DATE:

No Event has occurred after the balance sheet date that representing the materialchanges and commitment that affecting the Financial position of the company.

31. SIGNIFICANT OR MATERIAL EVENTS DURING THE YEAR:

The Company has approached BSE for revocation of suspension of trading in equity sharesof the Company. Also the Company had complied with various pending Regulations of SEBI(LODR) Regulations 2015. Further the Company had also paid outstanding annual listingfees as well as SOP fines imposed by BSE during current financial year.

32. STATEMENT OF DIRECTORS' RESPONSIBILITY:

Pursuant to requirement under 134(3)(c) and Section 134 (5) of the Companies Act 2013(Act) Directors confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March 2021the applicable accounting standards read with requirement set out under Schedule III tothe Act have been followed and there are no material departures from the same;

(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 as at March 31 2021 and of the profit ofthe company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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;

(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and;

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

33. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for thecommitment shown by the employees in supporting the Company in its continued robustperformance on all fronts.

PLACE: AHMEDABAD BY THE ORDER OF THE BOARD OF DIRECTORS
DATE: 08.09.2021 FOR TIRTH PLASTIC LIMITED
sd/-
MR. VARIS DOSHI
MANAGING DIRECTOR
(DIN:02963528)

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