Dear Members,
Your Directors have pleasure in presenting the 39th Annual Report and Audited Financial Statements of your Company for the year ended 31st March, 2024 and the Report of the Auditors thereon.
1. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY:
Your Company's financial performance for the year ended March 31, 2024, is as below:
(Rs. In Lakhs)
2. BRIEF STATE OF COMPANY'S AFFAIRS:
The Company is a professionally managed Company and the Company has business objectives preparing, manufacturing, processing, marketing, trading, import, export, improving, selling and dealing in all kinds of agro/agri/food products including but not limited to spices, oil seeds, grains, vegetables, herbs, pickles and other items derived from agricultural, farming or relevant activities.
During the year, Revenue from the operations is Rs. 6071.24 Lakhs. The company reported a profit after tax of Rs. 1,063.99 Lakhs as compared to a loss of Rs. 11.67 lakhs in the previous financial year.
3. DIVIDEND:
Your Directors express their inability to recommend any dividend for the Financial Year 2023- 24.
4. TRANSFER TO RESERVES:
The Company has transferred amount of Rs. 1,063.99 lakhs to the reserve.
5. SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 25,00,00,000 divided into 2,50,00,000 Equity shares having face value of Rs.10 each.
During the year under review, the Company has not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock Option Scheme.
The Company has issued 2,48,60,000 Convertible Warrants on preferential basis at an issue price of Rs. 10/- each aggregating to Rs. 24,86,00,000/- (Rupees Twenty-Four Crores Eighty-Six Lacs only), to certain identified non promoter persons. The Warrants were allotted on the 24th August, 2023 on receiving 25% of the issue price per warrant. Further, on 14th September, 2023, warrants were converted into the Equity Shares upon receiving 75% of the issue price per warrants.
The Company has further issued 30,00,000 Convertible Warrants on preferential basis at an issue price of Rs. 200/- each (includes Rs. 10/- face value and Rs. 190/- premium) to certain identified non promoter persons. The Warrants were allotted on the 28th February, 2023 on receiving 25% of the issue price per warrant.
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
B) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
6. DISCLOSURES RELATING TO SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on 31st March, 2024, the Company does not have any Subsidiary or Associate and Joint Venture Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
During the year no such material and significant orders which were passed by the Regulators or Courts or tribunals which impact the going concern status.
8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
9. REPORTING OF FRAUDS:
There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and rules made thereunder.
10. DEPOSITS:
Your Company has not accepted any fixed deposits from the public under Section 73 of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014 and as per the provisions of Reserve Bank of India.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
During the year, your Company has not given any loan, Guarantee or not made any investment under Section 186 of the Act.
12. ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return as on 31st March, 2024 is available on Company's website within 60 days from the date of the Annual General Meeting.
13. DISCLOSURES AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Presently, your Company has been carrying the business activities whose nature does not require to take steps for the conservation of energy. Additionally, the Company will introduce and implement several technological upgradations, with an objective to obtain improved quality of output at a reduced cost in upcoming times, if it requires. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.
14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(A) COMPOSITION OF BOARD:
As on end of financial year, Board of Directors of your company comprises of 4 (Four) Directors out of which 2 (Two) are Independent Non-Executive Directors including 2 (Two) Woman Directors.
During the year, following persons have been appointed by the Board of the Company:
1. Ms. Maya Devi (DIN: 10229643) has been appointed as the additional non-executive Director of the Company w.e.f. 07th July, 2023. Further, she has been regularized by the members of the Company in their Extra-Ordinary General Meeting held on 05 th February,
2024.
During the year, following persons have ceased from the Director of the Company:
1. Mr. Nishikant Gothwal (DIN: 09772275), a Non-Executive Director of the company has ceased from the Director of the Company due to his death. The Company has taken the note of sad demise of the Director and also noted his contribution in growth of the Company.
(B) RETIREMENT BY ROTATION:
Ms. Maya Devi (DIN: 10229643), Director retires by rotation and being eligible offers herself for reappointment.
(C) RE-APPOINTMENT/APPOINTMENT:
Necessary resolutions for approval of the appointment of the aforesaid Directors have been included in the Notice of the forthcoming 39th Annual General Meeting of the Company. Your Directors recommend the same for approval by the Members.
In the opinion of the Board the Directors so getting appointed are of integrity, expertise and experience as required by the Company. Profiles of the aforesaid Directors seeking appointment, as required under Regulations 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard-2, are given in Annexure-A to the Notice of the forthcoming 39th Annual General Meeting.
(D) INDEPENDENT DIRECTORS:
Your Company has received the confirmation / disclosures from the Independent Directors for the year as mandated under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) ‘the Listing Regulations'. There has been no change in the circumstances affecting their status as Independent Director of the Company.
The following are the Independent Non-Executive Directors of the Company as on the end of reporting period: Ms. Nilam Viren Makwana and Ms. Vishakha D Shah.
(E) WOMAN DIRECTOR:
In terms of the provisions of Section 149(1) of the Companies Act, 2013, a Company shall have at least one Woman Director on the Board of the Company. Your Company at the end of the financial year has Ms. Nilam Viren Makwana, Ms. Vishakha D Shah and Ms. Maya Devi as Woman Directors on the Board of the Company.
(F) KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on date:
During the period under review, Mr. Vinay Kumar Jain has been appointed as the Company Secretary and Compliance Officer w.e.f 05th September, 2023. However, he has given resignation from the post of Company Secretary and Compliance Officer w.e.f. 28th March, 2024. Ms. Reetu Bansal has been appointed in his place as the Company Secretary and Compliance Officer w.e.f. 27th June, 2024.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE:
During the year, the meetings of the Board of Directors were held at regular interval and the Board met 10 (Ten) times. Dates of Board meetings and attendance of Directors are given below;
16. MEETING OF INDEPENDENT DIRECTORS:
Independent Directors duly met during the year under review.
17. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors subject to a maximum as provided in Articles of Association and Company's policy as referred under Section 178(3) of the Companies Act, 2013 is placed on the website of the Company. The member can avail the same from http://www.planterspolysacks.com/policies.html.
18. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
There are no such particulars as the Company has not made any such transactions referred under Section 186 of the Companies Act, 2013.
19. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:
A formal evaluation of performance of the Board, it's Committees and the individual Directors was carried out. Led by the Nomination and Remuneration Committee, the evaluation was done using individual questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc.
20. AUDITORS:
Statutory Audit and Auditors Appointment:
To fill the casual vacancy aroused due to the resignation given M/s. MNT and Associates LLP, Chartered Accountants, the Audit Committee and the Board of Directors has recommended the appointment of M/s. J. Singh & Associates, Chartered Accountants (Firm Reg. No. 110266W) as the Statutory Auditor of the Company from the conclusion of the 38 th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company.
Considering the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company appointment of M/s. J. Singh & Associates Chartered Accountants (Firm Reg. No. 110266W), for a term of 5 (five) consecutive years from the conclusion of this 39th Annual General Meeting till the conclusion of 44th Annual General Meeting at such remuneration, charges and out of pocket expenses as may be mutually agreed between the Board and the Auditors.
There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.
21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s. Dharti Patel & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the financial year ended 31st March, 2024 is annexed to this report as Annexure-I.
Further, Director Non- Disqualification certificate as per the requirement of regulation 34 (3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure-II.
22. DIRECTOR'S RESPONSIBILITY STATEMENT:
Your Directors in terms of Section 134(5) of the Company's Act, 2013 confirm that:
a) All applicable accounting standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;
b) Your Directors have selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2024 and of the loss of the Company for that period;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act 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 as stated in the notes on accounts;
e) The Company follows internal financial controls and that such internal controls are adequate and are operating adequately.
f) There are proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.
24. COMMITTEE OF BOARD:
AUDIT COMMITTEE:
a) Brief description of terms of reference:
Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the listing agreements with the Stock Exchanges that inter- alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings.
b) Composition and meetings:
The Company has Audit Committee constituted under the Chairmanship of Ms. Nilam Makwana in accordance with the provisions of Section 177(1) of the Companies Act, 2013. As on 31st March, 2024, the Composition of the Committee is Ms. Nilam Makwana, Chairman; Ms. Vishakha Shah and Mr. Jignesh Patel are the members.
During the year the Committee met 5 (Five) times i.e. on 12th May, 2023; 12th August, 2023; 02nd November, 2023; 10th November, 2023 and 09th January, 2024.
NOMINATION/REMUNERATION COMMITTEE:
The Nomination/Remuneration committee recommends to the Board the attributes and qualification for becoming a member of the Board. It also recommends the remuneration payable to the Directors, Key managerial personnel and other senior personnel and such other matters as are necessary under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination/Remuneration committee consists of Ms. Nilam Makwana, Chairman; Ms. Vishakha Shah and Ms. Maya Devi are the members.
During the year the Committee met 3 (Three) times i.e. on 07th July, 2023, 05th September, 2023 and 28th March, 2024.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors have constituted Stakeholders Relationship Committee in line with the Listing Agreement, which is responsible for all matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending to the grievance of the shareholders.
The present composition of the Committee is as Ms. Maya Devi, Chairman; Ms. Nilam Makwana and Ms. Vishakha Shah are the members. During the year, Shareholders Relationships Committee was held on 28th March, 2024.
25. MEETING OF THE SHAREHOLDERS:
Details of the Shareholder's Meeting held during the year is held as follow:
26. VIGIL MECHANISM:
As required in terms of the provisions of Section 177 (9) of the Act, your Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee.
The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of the Section 135 of the Companies Act, 2013 if the net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year, is required to comply the provisions of Section 135.
During the financial year ended on 31st March, 2024, the net profit of the Company is Rs. 10,63,99,000. Hence, the Company is required to comply with the provision of Section 135 of the Companies Act, 2013. Therefore, the Company has constituted Corporate Social Responsibility Committee consisting of Ms. Maya Devi, Chairman; Ms. Nilam Makwana and Ms. Vishakha Shah are the members.
28. RISK MANAGEMENT POLICY:
The Board of Director are overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board has approved Risk Management policy, which acts as guiding principles by which key risks are managed in the Company.
The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company, which threatens its existence.
29. CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION & ANALYSIS:
Your Company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report as Annexure-III. Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is presented under a separate section, which forms part of this Annual Report.
The Management Discussion and Analysis Report forms part as Annexure-IV of this Annual Report for the year ended 31st March, 2024.
30. PARTICULAR PURSUANT TO SECTION 197(12) AND RELEVANT RULES:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employee's remuneration and such other details. However, there are no such details reportable.
31. IBC CODE & ONE-TIME SETTLEMENT:
There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.
32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company believes in creating an environment for its employees which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.
33. ADDITIONAL INFORMATION:
Your Company provides additional information related to the Company's business, matter of interest to the investors like financial information etc. on its website www.planterspolysacks.com.
34. DISCLOSURE:
The Company has complied with applicable provisions of Secretarial Standards i.e. SS-1 and SS- 2.
35. LISTING WITH STOCK EXCHANGES:
Companies Shares are Listed on BSE Limited.
36. ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for assistance and co-operation received from various Government agencies, Banks, Financial Institutions, Stock Exchanges, customers, suppliers and other business associates during the financial year.