Polymac Thermoformers Ltd

<dhhead> DIRECTORS’ REPORT</dhhead>

Dear Members,

Your Directors are pleased to present their Twenty Fifth Annual Report and the Company’s Audited Financial Statement for the financial year ended 31^st March 2024.

The Company’s financial performance, for the year ended 31^st March, 2024 is summarized below:

We are pleased to inform you that the Company's securities have completed ten years on the SME platform of the Bombay Stock Exchange. The listing of the Company on a National platform has provided it with enormous opportunities for the expansion of the business

On a standalone basis, the revenue from operations for FY 2023-2024, increased to Rs. 15,21,70,000.00 as compare from the previous year is Rs. 10,60,66,850.00 (FY 2022-2023). However, the Net Profit after Tax is Rs. 30,81,000.00 as compare from the previous year is Rs. 44,84,581.00 for FY 2022-2023

The Management discussion and analysis report, focuses on your Company’s strategies for growth and the performance review of the businesses / operations in depth and forms part of this Annual Report.

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

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

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

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

During the Financial Year 2023-2024, the share capital of the Company remained unchanged.

There is nil shares in suspense account.

9. Details under Section 67(3) of the Companies Act, 2013 in respect of any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of 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 the company occurred between the ends of the financial year to which these financial statements relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I and is attached to this report.

12. Statutory Auditors:

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

The Auditors’ Report for the financial year ended 31^st March, 2024 on the financial statements of the Company is a part of this Annual Report. There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report. The Auditors have not reported any incident of fraud in terms of Section 143 (12) of the Act. The Notes on Financial Statements referred to in the Auditors’ Report are self- explanatory and do not call for any further comments.

13. Secretarial Audit Report:

In accordance with provisions of Section 204, of the Companies Act, 2013, the Company had appointed M/S Hemant Sharma & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company for the Financial Year 2024-2025.

The Secretarial Audit Report for the financial year ended on March 31, 2024, is annexed herewith marked as Annexure-II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 the Financial Year 2024-2025 in accordance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.

15. Cost Auditors:

The provision for conducting Cost Audit and or maintaining Cost Record as per the Act does 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:

18. Changes in Directors and KMP:

During the financial year 2023-2024 under review, there is no change in directors or KMP

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

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under LODR guidelines, 2016 of Listing Agreement entered into with the Stock Exchanges.

As required under Regulation 25(3) of SEBI (Listing Obligation ad Disclosure Requirements) Regulation, 2015 and Schedule IV of the Act, Mr. Pramod Kumar Agrawal and Mr. Abhay Goenka, the Independent Directors of the Company had a separate meeting held on 05^th February, 2024

Annual Performance and Board Evaluation.

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

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

20. Number of Board Meetings:

The Board of Directors duly met on 16.05.2023; 16.06.2023; 24.07.2023; 28.08.2023; 14.11.2023; 05.02.2024 and 27.03.2024. The maximum gap between two Board meetings was not more than one hundred and twenty days as per the Section 173(1) of the Companies Act, 2013.The details of Board meetings 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 this Annual Report.

21. COMMITTEES OF BOARD:

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Sexual Harassment Committee. The details of all the above committees along with composition, terms of reference, attendance at meetings and meetings held during the year, are provided in the “Corporate Governance Report” forming part of this Annual Report

(a) Company’s policy relating to directors appointment, payment of remuneration and discharge of their duties:

The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration and covers the procedure for selection, appointment 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 laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and the regulation 19 of SEBI LODR guidelines, 2015 covering inter-alia the following parameters namely:

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

During the year under review, the Independent Directors of your Company reviewed the performance of Non- Independent Directors and Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors.

The policy aims to attract, retain and motivate qualified people at the executive and at the board levels and ensures that the interests of Board members & senior executives are aligned with the business strategy, objectives, values and long-term interests 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 Companies during the year under review.

23. Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Whistle 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 Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for FY 2023-2024 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 or tribunals 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 to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

27. Deposits:

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

28. Details of Policy Developed and Implemented by the Company on Its Corporate Social Responsibility Initiatives:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

29. Particulars of Loans, Guarantees or Investments made Under Section 186 of The Companies Act, 2013:

There were no loans, guarantees, investments made by the Companies under Section 186 of the Companies Act, 2013 during the year under review which was as per section 186 of the Companies 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 basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. There are no materially significant transactions made by the Company with Promoters, Directors or Key Managerial Personnel (KMPs) which have potential conflict with the interest of your Company at large .Members may refer to the notes to the financial statements for details of related party transactions. Since all related party transactions entered into by your Company were in the ordinary course of business and were on 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, there were no such employees drawing remuneration in excess of the limits set out in the said rules.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

32. Corporate Governance Report:

In terms of the provisions of Regulation 34(3) of the SEBI (LODR) Regulations, 2015, the Corporate Governance Report, the Management Discussion and Analysis Statement and the Certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

33. Sexual Harassment of Women At Work Place (Prevention, Prohibition And Redressal Act, 2013

There were no complaints received during the financial year 2023-2024 and hence no complaint is outstanding as on 31.03.2024 for redressal. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the 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 also uploaded on the website of the company. The policy is regularly updated taking into consideration the changes taking place in the business environment. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

35. Secretarial Standards:

The Company has adhered to applicable Secretarial Standard i.e. SS-1 and SS-2, relating to “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, your directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 31st March, 2024 and of the profit /loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assets 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 devised proper systems to ensure compliance with the provisions of 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 the company and that such internal financial controls are adequate and were operating effectively.

37. Management’s Discussion and Analysis Report:

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

38. Details Of Application /Any Proceeding Pending Under The Insolvency And Bankruptcy Code 2016:

Neither any application was made nor any proceeding pending under the insolvency and Bankruptcy code, 2016.

39. Details Of Difference Between Amount Of The Valuation Done At The Time Of One Time Settlement And The Valuation Done While Taking Loan From Banks Or Financial Institutions Along With The Reasons Thereof:

As company has not done one time settlement during the year under review hence no disclosure is required.

40. Structured digital database compliance Pursuant to Securities and Exchange Board Of India (Prohibition Of Insider trading regulations, 2015)

For the purpose of comply with the PIT regulation & In the interest of general public, fair trading in securities markets and to prohibit insider trading in corporate and other organizations, Securities and Exchange Board of India (SEBI) has enacted SEB I(Prohibition of Insider Trading) Regulations, 2015, (hereafter referred to as “PIT regulations”) which sets clear rules and procedures for dealing in securities by the Promoters, Directors, Key Managerial Personnel (KMP) and other Designated Persons those who have access to Unpublished Price Sensitive Information(UPSI information which is not published, but which may affect the share price when it gets published) in an Organization, We are aware of the compliance requirement of Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) And certify that:

41. Acknowledgment:

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