DEARMEMBERS,
Your Directors have pleasure in presenting the 11th Annual Report of Global Pet Industries Limited (Formerly Known as Global Pet Industries Private Limited) on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31,2024.
1. FINANCIAL PERFORMANCE
The summary of Audited financial performance of the Company for the Financial Year ended March 31, 2024 is summarized as under:
(Rs. In Lakhs except EPS)
1.76
2. PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for Financial Year 2023-2024 have been prepared in compliance with the Companies Act, 2013 (the Act'), applicable Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and amendments thereto (the 'SEBI Listing Regulations') are disclosed in accordance with Schedule III of the Act.
3. STATE OF COMPANY AFFAIRS AND COMPANY'S PERFORMANCE
Your Company is in the business of manufacturing and trading of PET bottles machines for the last 1 decade. It is registered as a Public Limited Company and is listed on the Emerge platform of National Stock Exchange Limited ("NSE Limited").
During the year under review, your Company's total revenue from operations has increased to Rs. 3,914.63 Lakhs as compared to Rs. 3,482.74 Lakhs in the previous Financial Year. The Net operating profit of the Company has been increased to Rs. 205.95 Lakhs as compared to Rs. 199.89 Lakhs in the previous Financial Year.
Detailed information on the operations of the business and state of affairs of the Company are covered in the Management Discussion and Analysis Report ("MDAR").
4. DIVIDEND
The Board of Directors of the Company has not recommend any dividend on equity shares for the Financial Year ended on March 31,2024.
5. BORROWINGS
During the year under review, there were no borrowings in the Company.
6. TRANSFER TO RESERVES
During the year under review, no amount was transferred to general reserves of the Company. The closing balance of the retained earnings for the Financial Year 2023-2024 after all appropriation and adjustments was Rs. 1,465.49 Lakhs.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company does not have any Subsidiary or Joint Venture or Associate during the year under review.
9. SHARE CAPITAL
During the year under review, the authorised share capital of the Company was Rs. 13,00,00,000 divided into 1,30,00,000 Equity Shares of Rs. 10/- each. The total issued, subscribed and paid up share capital of the Company as on March 31, 2024 was Rs. 9,78,74,080/- divided into 97,87,408 Equity Shares of Rs. 10/- each.
Further, during the financial year 2023-24, the Company came up with the Initial Public Offer (IPO] and allotted 27,00,000 Equity Shares for cash at an issue price ofRs. 49/- per equity share (including a premium ofRs. 39/- per equity share], aggregating to Rs. 13,23,00,000/- on July 05,2023.
Further, there were no rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year. During the year under review, the Company has not increased the authorized share capital.
10. DEPOSITORY SYSTEM
The Company's equity shares are tradeable in dematerialized/electronic form. As on March 31,2024,100% of the Company's total paid-up capital representing 9 7,87,408 equity shares were in dematerialized form.
11. DEPOSITS
The Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits] Rules, 2014 was outstanding as on the date of the Balance Sheet.
12. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
Details of loans, guarantee and investments, if any, covered under the provisions of Section 186 of the Companies Act are provided in the notes to financial statements.
13. RELATED PARTY TRANSACTIONS
All contracts/arrangement/transactions entered by the Company during FY 2023-24 with related parties was in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee was obtained for all related party transactions which are foreseen and of repetitive nature. A statement giving details of all related party transactions was placed before the Audit Committee and the Board of Directors for their approval/noting on a quarterly basis. Appropriate approvals of the members were taken, as applicable pursuantto the SEBI Listing Regulations.
The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 is annexed to this report as Annexure 1. Details of related party transactions are given in the notes to the financial statements.
The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board is uploaded on the Company's website www.globalpetind.com.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is attached as Annexure 2 of this Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company's various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2023-24.
15. DIRECTORS & KEY MANAGERIAL PERSONNEL
I. Board of Directors:
Followingare the Directors as on March 31,2024:
a) Change in Directors:
1) Cessation/Resignation: During the year under review, Mr. Paresh Vallabhbhai Raiyani having DIN: 10102005 tendered his resignation with effect from N ovember 30,202 3.
2) Appointment/Re-appointment: During the year under review, Mr. Paresh Vallabhbhai Raiyani having (DIN: 10102005) has been appointed as Non-Executive, Independent Director with effect from April 25,2023, Ms. Hiral Jainesh Shah having (DIN: 09810987) has been appointed as Non-Executive, Independent Director with effect from April 25,2023, Ms. Rajvi Chirag Shah, having (DIN: 10092644) has been appointed as Non-Executive and Independent Director with effect from April 2 5,202 3.
3) Change in Designation: During the year under review designation of Mrs. Nisha Bipin Panchal having (DIN: 06514766) has been changed from Additional Director to Whole-time Director with effect from April 2 5,202 3.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses if any incurred by them for the purpose of attending meetings of the Board / Committees of the Company.
None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Companies Act and SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.
II. Key Managerial Personnel (KMP's):
During the year under review, Mr. NimeshRajuRaichura has been appointed as CFO of the Company with effect from April 25,2023.
Further, Ms. Rashmi Kumari has tendered her resignation from the post of Company Secretary and Compliance Officer of the Company with effect from closure of working hours of November 03, 2023. The Board placed on record their appreciation for Ms. Rashmi Kumari's services to the Company. Further, the Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, has appointed Mr. Parth Hareshkumar Shah as Company Secretary and Compliance Officer of the Company with effect from January 31,2024.
Following were the Key Managerial Personnel's as on March 31, 2024 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
16. MEETING OF THE BOARD AND ITS COMMITTEES
The Company has following committees in place in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:
a. Audit Committee;
b. Nomination and Remuneration Committee;
c. Stakeholders' Relationship Committee.
The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meeting of committees are placed before the Board for information and/or for approval, as required. During the year under review, all recommendations received from its committees were accepted by the Board.
During the Financial Year 2023-24, Seven (7) Board Meetings were convened and held dated April 25, 2023, July 05, 2023, July 14, 2023, September 04, 2023, November 03,2023, December 01,2023 and January 30,2024, Three (3) Audit Committee Meetings were convened and held dated September 04,2023, November 03,2023 and January 30,2024, Two (2J Nomination and Remuneration Committee meeting were convened and held dated September 04,2023 and January 30,2024, One (1J Stakeholders' Relationship Committee was convened and held dated January 30, 2024 and One (1) Independent Directors Meeting was convened and held dated January 30, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
17. CONSTITUTION OF VARIOUS COMMITTEES
The Board of Directors of the Company has reconstituted the composition of committees in the Board meeting dated December 01, 2023. Accordingly, the composition of the following committee is as follows:
A. Nomination and Remuneration Committee
18. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its Board, its Committees and the individual members of the Board (including the Chairperson). A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering the aforesaid aspects of the Board's functioning. The overall performance of the Board and Committees of the Board was found satisfactory.
Further, the overall performance of Chairman, Executive Director and Non-Executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.
Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent director being evaluated.
The independent Directors expressed their satisfaction with the evaluation process and flow of information between the Company management and the Board.
19. CODE OF CONDUCT
The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, CodeforFair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the directors, designated persons and immediate relatives of designated persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ('Insider Trading Regulations').
Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board is subject to preclearance by compliance officer. Company Secretary has been appointed as the Compliance Officer for purpose of Insider Trading Regulations.
Designated persons have made annual disclosure to Company as per requirements of Insider Trading Regulations and Company's Code of Conduct. The Code is available on website of the Companvatwww.globalpetind.com.
20. DISCLOSURES BY DIRECTORS
Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors.
Declaration of Independent Directors
The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 2 5 of the SEB1 Listing Regulations, that they meet the criteria of Independence laid down in Section 149(6) oftheActand Regulation 16(l)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors. The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his /her ability to discharge his/her duties with an objective independent judgmentand without any external influence.
The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at www.globalpetind.com.
21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. The familiarization program aims to provide knowledge/information to the Independent Directors about their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management system of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. During the Financial Year 202 3-2024, the Independent Directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act, and SEBI Listing Regulations.
The details of familiarization programmes for the Independent Directors are disclosed on the Company's website at www.globalDetind.com.
22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination & Remuneration policy. This policy inter alia provides:
(a) The criteria for determining qualifications, positive attributes and independence of Directors; and
(b) Policy on remuneration of directors, key managerial personnel and other employees.
The Policy is directed towards a compensation philosophy and structure that will reward and retain talent. The Nomination & Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company's website at www.globalpetind.com
23. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013 and to the best of Board's knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:
(a) in the preparation of the annual accounts for the Financial Year ended on March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, 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 ofyour Company as at March 31,2024 and of the Profits of the Company for the Financial Year ended March 31,2024;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in 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 annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and
operating effectively.
24. AUDITORS
> Statutory Auditor
As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at the Annual General Meeting held on September 30, 2019 approved the appointment of M/s. Manhar Mandaliya & Co., Chartered Accountants (Firm Registration No: 126583W) as the Statutory Auditors of the Company for a term of 5 years till the conclusion of the 11th Annual General Meeting.
Further, the Board proposes to appoint M/s. NDAA& Associates LLP (Firm Registration No. 129486W/W100775) as Statutory Auditors of the Company to hold office for the period of 5 Years from the conclusion of this Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held for the financial year 2028-29 upon completion of the term of M/s. Manhar Mandaliya & Co., Chartered Accountants (Firm Registration No: 126583W).
> Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HRU and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024. The secretarial audit report forms a part of this Annual Report and is annexed as Annexure 3.
> Internal Auditor:
M/s. Adatiya & Associates, Chartered Accountants, performed the duties of internal auditors of the Company for the Financial Year 2023-24 and their report is reviewed by the Audit committee.
> Cost Auditor:
The Maintenance of the cost records, for the services rendered by the Company is not required pursuant to Section 148(1) of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and accordingly it is not required to appoint Cost Auditor.
25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE ACT
During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.
26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
27. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 ofthe Companies Act, 2013, your Company is not required to contribute funds for CSR.
28. ANNUAL RETURN
A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is placed on Company's website at www.globalpetind.com.
29. PARTICULARS OF EMPLOYEES
Your Company had 106 employees as on March 31, 2024. The statement containing particulars of employees as required under Section 197(12) ofthe Act, read along with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) ofthe Act read along with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure C and forms part of this report.
Your directors would like to record their appreciation of the efficient and loyal service rendered by the employees.
30. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company.
During the Year under review the company has not received any complaints on sexual harassment.
31. RISK MANAGEMENT
Pursuant to Section 134 (3)(n) ofthe Act and Regulation 4(2) (f) ofSEBl Listing Regulations, the Company has put in place comprehensive Risk Management Policy which inter alia, includes identification of elements of those risks which in the opinion of the Board may threaten the existence of the Company. Further, the Company has adequate risk management mechanism and same is periodically reviewed by the Audit Committee and Board. The major risk identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level. The Company has been addressing various risks impacting the Company and brief view ofthe Company on risk management has been disclosed in the Management Discussion and Analysis Report.
32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In Compliance with Section 177(9) of the Act and Regulation 22 of SEB1 Listing Regulation, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company's vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company's Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company's ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.
The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. Details of the Vigil Mechanism and Whistle blower policy are made available on the Company's website at www.globalpetind.com.
During the Financial Year 2023-24, no cases under this mechanism were reported to the Company.
33. 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
There are no significant and material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.
34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
The details in respect of conservation of Energy, Technology Transfer and Foreign Exchange Earning and outgo is as stated in the Annexure- 5.
35. LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company got listed on the NSE Emerge platform with effect from July 10, 2023. The Listing fees to these Stock Exchanges and custodian fees to NSDL and CDSL have been paid by the Company for the Financial Year 2023-2024.
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTION
No such instance of one-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial institutions occurred during the year.
37. PROCEEDINGS PENDING UNDERTHEINSOLVENCE AND BANKRUPTUCYCODE
There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 during the year and at the end of the Financial Year 2023-2024.
38. SECRETARIAL STANDARDS OF ICSI
Your Company has complied with the applicable Secretarial Standard with respect to meetings of Board and its Committees and General Meetings respectively issued by the Institute of Company Secretaries of India.
39. STATUTORY DISCLOSURES
• The financial statements of the Company are placed on the Company's website www.globalpetind.com
• The directors' responsibility statement as required by section 134(5) of the Act, appears in this report.
• There is no change in the nature of business of the Company during Financial Year 2024.
• A Cash Flow Statement for Financial year 202 3-2024 is attached to the Balance Sheet.
• The Company being listed on Emerge platform ofthe NSE Limited, Regulations 17,17A, 18,19,20,21,22,23,24,24A, 25,26,27 and clauses (b) to (i) and (t) of sub-regulation (2) ofRegulation46andpara C,D and E of Schedule V of SEBI (LODR) Regulation, 2015 is not applicable.
40. ACKNOWLEDGMENT
Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders' interests.
The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company during the year.
The Board also places its gratitude and appreciation for the support and co-operation from its members and other regulators.