Gothi Plascon (India) Ltd

Dear Members,

Your Company's Directors are pleased to present the 28^thAnnual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March, 2023 along with the auditors report and notes to the accounts thereon which forms part of this report.

The highlights of the financial of your company are as under:

Rs. (In Lacs)

The company had a profit of Rs.165.42 lacs as compared to the previous year of Rs.182.40 lacs. Your

Directors are hopeful that the Company's performancewill improve in the years to come which is subject to various other prevailing market/ industrial/ economic conditions applicable to the company.

Your Company does not propose to transfer any amount to the Reserves during the year.

The Board has declared an interim dividend of Rs. 2.00 per equity share of the face value of Rs.10/- each for the financial year ended 31/03/2023 and same is proposed as final dividend for the year ended 31/03/2023.

The authorized share capital of the Company is Rs.1,10,000,000 divided into 11,000,000 equity shares of Rs.10 each. At the beginning of the year under review, the issued, subscribed and fully paid up capital was Rs.1,02,000,000 divided into 102,00,000 equity shares of 10 each. There was no change in share capital of the Company during the year under review.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the financial year.

The particulars of loans, guarantees, securities and investments as covered under the provisions of section 186 of the Companies Act, 2013 are furnished in the financial statements, if any and forms part of this

Board's Report.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its future operations.

There were no contracts, arrangements or transactions entered into that fall under the scope of Section 188(1) of the Companies Act, 2013. Disclosures of related party transactions are mentioned in financial statement of the company and forms part of this report.

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the annual return i.e Form MGT 7 on the website of the Company : http://gothiplascon.com/annual-return/

During the year, 6 (six) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.

Mr.Manish Tulsyan was appointed as an Additional Director under the category of Independent Director of the Company with effect from 12/08/2022 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act.His appointment as an Independent Director for a period of 5 years with effect from 12/08/2022, was approved by the shareholders at the previous Annual General Meeting (AGM) held on 26/09/2022.

Mr.Rakesh Rathi was appointed as an Additional Director under the category of Independent Director of the Company with effect from 25/08/2022 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act.His appointment as an Independent Director for a period of 5 years with effect from 25/08/2022, was approved by the shareholders at the previous Annual General Meeting (AGM) held on 26/09/2022.

Mrs.Monicaajit Singh resigned from the directorship of the company.

Mrs. Priyadarshana Gothi (DIN:09685568), Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible haveoffered presently herself for re-appointment.

Mr. Sanjay Gothi (DIN: 00600357) completed his present term as Managing Director of the Company on 31/07/2023 and was reappointed for a further term of three years by the Board w.e.f. 01/08/2023, based on the recommendation of the NRC and subject to approval of the shareholders at the AGM.

Mr. Krishnasamy Thirumurthi is appointed as additional director of the Company on 26/08/2023

The composition of the Board of Directors of the Company and other details related to the board during the year is furnished in the Corporate Governance Report annexed to this report.

COMMITTEES

The composition of the committees of the Company and other related details is furnished in the Corporate Governance Report annexed to this report.

The company has received necessary declarations from the Independent Directors under Section 149(6) of the Companies Act and Regulation 25(8) of the SEBI LODR that they meet the criteria of independence laid down thereunder. The Board has reviewed the disclosures of independence submitted by the Independent Directors and is of the opinion that the Independent Directors of the company fulfill the conditions specified in the Companies Act and SEBI LODR and are independent of the management.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirement Regulations) to the extent applicable, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees.

The criteria for performance evaluation of the Committees and the Board as a whole include aspects likecomposition, functioning, effectiveness of processes & meetings, interaction with management and othermeasures. The criteria for Performance Evaluation of the Directors include aspects like professional conduct, competency, integrity, contribution to the Board and Committee Meetings and other measures. In addition, theperformance of the Chairman is also evaluated on key aspects of his roles and responsibilities.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the Non-Independent director and the Chairman.

The familiarization programme for the Independent Directors are disclosed in the Report on Corporate

Governance forming part of this Board's Report.

The Board is of the opinion that all the Independent Directors of the Company are person's of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs ("IICA")and have included their name in the databank of Independent Directors as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the Remuneration Policy details are stated in the Corporate Governance Report. The Remuneration Policy approved by the Board of Directors is uploaded on the website of the Company www.gothiplascon.com.

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that: (i) In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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; and

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Gothi Plascon (India) Limited has an adequate system of internal financial control in place which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

The Company state that applicable Secretarial Standards have been duly followed by the Company.

The Company do not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.The particulars of unsecured loan , if any, are furnished in the financial statements and forms part of this report .

The maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the company.

a) Conservation of energy : Your Company being a company having major income from rent the company has no activities involving conservation of energy. However, your Company has taken adequate measures for conservation of energy wherever possible.

b) Technology Absorption: Your Company has no activities involving adoption of any specific technology

c) Foreign exchange earnings and Outgo- NIL

The Company provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) of the COMPANIES ACT,2013

During the year under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act,2013.

Your Company continues to have an effective Risk Management. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

Your Company has been complying with the principles of good Corporate Governance practices over the years. A report on Corporate Governance is attached to this report

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report as

Annexure -I.

A certificate from Mr.N.K Bhansali, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure - VI to this report.

Pursuant to Regulation 26(3) of the Listing Regulations, the Board Members and the Senior Management Personnel affirm compliance with the Code of Conduct on an annual basis.

The declaration by the CEO as required under Regulation 34(3) read with Schedule V (D) of the Listing Regulations regarding adherence to the Code of Conduct has been obtained for FY 2022-23.

The Company has established a vigil mechanism to promote ethical behavior in all its business activities. The details of the Policy is posted on the website of the Company. There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for FY 2022-23.

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. N.Singhal & Company, Chartered Accountants, (Firm Registration No.006249C) were appointed as Statutory Auditor of your Company at the 27th Annual General Meeting for a term of 5 years.

The report of the auditor & notes to the accounts thereof are self explanatory and forms part of this report and the contents of the same be read as content of director's report wherever applicable and warranted . The contents of the same be read as part and parcel of the director's report wherever required.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942 PCS No 2321 ) to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit report is annexed as Annexure- II to this report.

The secretarial auditor report is self explanatory and forms part of this report and the contents of the same be read as content of director's report wherever applicable and warranted . The contents of the same be read as part and parcel of the director's report wherever required.

DISCLOSE OF THE TOTAL AMOUNT LYING IN THE UNPAID DIVIDEND ACCOUNT

Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March 31, 2023 and the corresponding shares, which are liable to be transferred to the IEPF:

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure III to this report.

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 and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure-IV and forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company had complied in general with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013 . The Company has not received any complaint on sexual harassment during the financial year 2022-2023.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, no application and proceedings has been initiated under Insolvency and Bankruptcy Code.

During the Financial Year 2022-23, the Company has not made any settlement with its bankers, hence the question of above difference doesn't arise

The following annexures referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company's objectives, estimates and expectations may constitute "forward looking statements" within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

ACKNOWLEDGMENT

The Directors would like to place on record their sincere appreciation to the Company's customers, vendors and bankers for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the State Governments and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, the Board would like to express its gratitude to the members for their continued trust, co-operation and support.