MPL Plastics Ltd

To,

The Members, MPL Plastics Limited

Your Directors are presenting the 32^nd Annual Report together with the Audited Statement of Accounts of your Company for the Year ended 31^st March 2024.

1. FINANCIAL RESULTS:

(Amount in Lakhs)

2. OPERATIONS:

The Company has closed down its operations at Silvassa & Pune plant during the year. The Company's manufacturing operations had stopped completely since plant & machinery, Land, Land & Building, Warehouse at Pune has been sold during the year. Thereexistsmaterialuncertaintythatmaycastsignificantdoubt on the Company's ability to continue as a going concern.

The Board of the Company vide its meeting dated 8^th March, 2022 and 11^th April,2022 and shareholders of the Company through postal ballot on 14^th April, 2022 had already approved a special resolution for initiation of corporate insolvency resolution process under the provisions of the Code and applicable provisions.

3. STATE OF AFFAIRS:

During the year under review, the Company has booked a post-tax Profit of Rs. 907.24 (amount in lakhs) as compared to the previous year's profit of Rs. 412.28 (amount in lakhs).

Further, no amount has been transferred to the general reserves this year or the previous year.

4. DIVIDEND:

The Director has not recommended any dividend for the Financial Year 2023-24.

5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

6. DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES, 2014

1 Change in Nature of Business, if any None.

2 Details of Directors/Key Managerial Personnel (KMP) who were appointed or have resigned during the Financial Year 2023-24.

During the Financial Year 2023-24 the company has appointed Mr. Milan Bhogilal Bhaya as Chief Financial Officer with effect from September 22, 2023 and Mr. Pankaj Bhaya has resigned from the post of Chief Financial Officer with effect from August 21, 2023.

During the Financial Year 2023-2024, Mrs. Vishakha Jain has resigned from the post of Company Secretary and Compliance Officer of the Company with effectfrom December 31, 2023.

The Company has reappointed Mrs. Vishakha Jain as Company Secretary and Compliance Officer of the Company with effect from May 24, 2024.

7. AUDITORS:

M/s. Jain Vinay & Associates, Chartered Accountants (ICAI Firm Registration Number: 006649W), were appointed as Statutory Auditor of the Company at 29^th Annual General Meeting which was held on September 29, 2021 to hold office as

Statutory Auditor from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting of the Company.

8. DIRECTORS AND MEETINGS OF THE BOARD OF DIRECTORS:

The Existing composition of the Board of Directors is as below:

Seven (7) Board Meetings were held during the Financial Year ended March 31, 2024 As listed below: The statutory details of Board meetings are as under:

Board meeting attendance of the directors during the financial year was as under:

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT:

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form a part of the Notes to the Financial Statements.

The Company has closed down its operations at Silvassa & Pune plant during the year. The Company's manufacturing operations had stopped completely since plant & machinery, Land, Land & Building, Warehouse at Pune has been sold during the year. Thereexistsmaterialuncertaintythatmaycastsignificantdoubt on the Company's ability to continue as a going concern.

The Board of the Company vide its meeting dated 8^th March, 2022 and 11^th April,2022 and shareholders of the Company through postal ballot on 14^th April, 2022 had already approved a special resolution for initiation of corporate insolvency resolution process under the provisions of the Code and applicable provisions.

There were no material changes and commitments affecting the financial position of your Company which have occurred after the end of the Financial Year 2023-24.

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

The disclosure required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure 1".

The statement of particulars of employees pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 forms part of this Annual Report and attached as "Annexure 2".

As per amendment of March 5, 2021 it is concluded that, from the FY 2020-21 onwards, there is no requirement of preparing extracts of Annual Return (Form MGT-9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014. The Annual Return has been uploaded on website of the Company: https://www.mplindia.in/category_img/pr_412.pdf.

Details of conservation of energy and technology are not provided as the operations of the Company ceased to function. Foreign Exchange Earnings and Outgo: Foreign exchange spent Rs. Nil Foreign Exchange earned Rs. Nil

Your Company prepares its financial statements in compliances with the requirements of the Companies Act, 2013 ("Act") and the Indian Accounting Standards (IND AS). The financial statements have been prepared on historical cost basis. The estimates and judgments relatingtothefinancialstatements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, Profits/loss Cash Flows for the year ended March 31, 2024. There is no qualification or adverse remark on financial statement by the

Statutory Auditors for the year under review.

The Company does not have any subsidiaries or Associate companies. Therefore, no need to prepare consolidated financial statements for the Financial year 2023-24.

All related party transactions that were entered into during the financial year ended March 31, 2024 were on an arm's length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act,

2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors,orotherdesignatedpersonswhichmayhaveapotentialconflictwith the interest of the Company at large. All the related party transactions as required under AS-18 are reported in the Notes to the Financial Statements.

The Company complies with the Secretarial Standards issued by the Institute of Company Secretaries of India, applicable to the Company.

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 12,49,85,500 (Rupees Twelve Crores Fourty Nine Lakhs Eighty Five Thousand Five Hundred) (BSE Limited approved forfeiture of 2900 Equity Shares on March 18, 2020). During the Financial Year under review, there has been no change in the share capital of the Company.

The Company is committed to provide a safe and conducive work environment to its employees during the year under review.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is having net profit of more than rupees five crore during the financial year 2023-24. The Company is liable to spent at least two percent of the average net profit of the Company made during the last three immediately preceding

Financial Year.

The Company voluntarily re-constituted Corporate Social Responsibility Committee (CSR) on September 30, 2022 consisting of Mr. Devendra Kumar Negi, Mr. Gopal Ajay Malpani and Mr. Madhup Bansilal Vaghani. Mr. Devendra Kumar Negi is the Chairperson of the Company.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentialityis maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

The Whistle Blower Policy has been uploaded on website of the Company https://mplindia.in/category_img/pr_221.pdf

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has in place a comprehensive risk assessment and minimization procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

The Board judges the fair and reasonable extent of risks that your Company is willing to take and its decisions shall be based on this reasonable judgment and properly defined framework.

All the Independent Director of the Company during the Financial Year 2023-24 ad as on 31^st March, 2024, viz., Mr. Gopal Ajay Malpani and Mr. Devendra Kumar Negi have registered themselves with the databank maintained by the Indian

Institute of Corporate Affairs ("IICA"), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Creation and maintenance of Databank of Independent Directors) Rules, 2019.

In terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 dealing with the requirement for Independent Directors to pass Proficiency Test conducted by IICA: Mr. Gopal Ajay Malpani and Mr. Devendra Kumar Negi are exempt from appearing for the proficiency test. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of

Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been taken on record by the Board of Directors after undertaking due assessment of the veracity of the same.

The Criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company which is available on the Company's website, viz., https://www.mplindia.in at the web link https://www.mplindia.in/category_img.pdf.

All the Independent Directors of the Company have duly complied with the Code of Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes is available on the website of the Company at the web link https://www.mplindia.in/category_img.pdf.

The Independent Directors met once during the Financial Year 2023-24, i.e., on 14^th February, 2024 (Date), pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013. The Meeting of the Independent Directors was conducted without the presence of the Chairman, Whole Time Director and Non-Executive Directors and the members of the Company's Management.

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework.

The performance of the Board was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

The same discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

There was no pecuniary relationship or transaction took place between the Company and its Non-Executive Directors. The Company reimburses out of pocket expenses incurred by all the Non-Executive Directors of the Company in connection with various affairs of the Company.

The Audit committee comprises of three members -

The Composition of Audit Committee is pursuant to provision of Section 177 of the Companies Act, 2013 and Clause 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of Nomination and Remuneration Committee is pursuant to provision of Section 178 of the Companies Act, 2013 and Clause 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Stakeholders Relationship Committee comprises of three members - Mr. Devendra Kumar Negi : Chairperson of Committee Mr. Gopal Ajay Malpani : Member of Committee Mrs. Radhika Sameer Rane : Member of Committee

The Composition of Stakeholders Relationship Committee is pursuant to provision of Section 178 of the Companies Act, 2013 and Clause 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors is carried out by other non-independent directors on the basis of their contribution towards important aspects/ affairs of the Company and active participation on the board. The Directors express their satisfaction with the evaluation process.

Further, the Company have constituted Performance Evaluation Policy to evaluate the performance of Independent Directors and the said policy is available on the website of the company at https://mplindia.in/category_img/pr_238.pdf.

The Company appointed M/s. Vikas R. Chomal and Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2023-24.

As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report obtained from Vikas R. Chomal & Associates, Practicing Company Secretaries for the Financial Year 2023-24.

As per the Companies (cost records and audit) Rules, 2014 and the amendments made thereof notified by Ministry of Corporate Affairs, cost audit is not applicable to the company. Therefore the board did not proceed with the appointment of cost auditor and cost audit for the year 2024-25. The company is properly maintaining its cost record internally.

There are no qualification, reservation or adverse remarks and disclaimers of the Statutory Auditors in their Auditors'

Report on the Financial Statements for the Financial Year 2023-24.

There are some adverse remarks by the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2023-24. The Board has given following explanation on that remarks:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date. c) The Directors have taken proper and sufficientcare for the maintenance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Directors have prepared the annual accounts on a ‘going concern' basis. e) The Directors have laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. a) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Company's website https://www.mplindia.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have complied compliance with the Code.

The Company has sold below mentioned plots during the year 2023-24:

1. Godown Building, Plot no. 15A and 15B, Pune Nagar Road, Village Shikrapur, Dist. Pune – 412208

2. Open Plot, Plot no. 17, Pune Nagar Road, Village Shikrapur, Dist. Pune – 412208

3. Factory Building no. 28 and 29, Pune Nagar Road, Village Shikrapur, Dist. Pune – 412208.

The Company has sold these plots for the sum of Rs. 12,80,00,000.

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.