Dear Members,
Ambitious Plastomac Company Limited (the Company)
Your Board of Directors (Board) of the Company are pleased to present the
34th (Thirty-Fourth) Annual Report of your Company on the business, operations
and performance together with the audited financial statements for the financial year
ended March 31, 2025.
1) FINANCIAL RESULTS:
The audited financial statements of your Company as of March 31, 2025 have been
prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable of
the Companies Act, 2013 ("Act").
The financial performance of the Company for the financial year ended March 31, 2025
are summarized below: - (Rs. in Lakhs Except EPS)
Particulars |
For the Year Ended March 31, 2025 |
For the Year Ended March 31, 2024 |
Revenue from Operations |
667.88 |
596.45 |
Other income |
3.11 |
2.68 |
Total Income |
670.99 |
599.13 |
Profit before Depreciation, Finance Costs & Taxation |
9.42 |
6.12 |
(Less:) Depreciation |
(0.00) |
(0.00) |
(Less:) Finance Cost |
(0.04) |
(0.03) |
Profit before Taxation |
9.38 |
6.09 |
(Less:) Tax Expenses |
(1.47) |
(0.00) |
Profit after Tax |
7.91 |
6.09 |
Other Comprehensive Income |
0.00 |
0.00 |
Total comprehensive income for the year |
7.91 |
6.09 |
Earning Per Share (Basic & Diluted) |
0.14 |
(0.83) |
2) STATE OF THE COMPANY'S AFFAIRS:
Your Company has demonstrated a notable turnaround in its performance during the recent
financial year. The Company, engaged in the business of job-work in real estate
activities, reported a steady increase in revenue, with sales for FY2025 reaching Rs.
667.88 Lakhs, up from Rs. 596.45 Lakhs in the previous year. Though operating profit
margins remain modest, the Company has returned to profitability after a challenging
period that included negative earnings. The profit before tax for the year also showed
slight improvement, reflecting cautious cost management and revival in operational
activity.
EBITDA for the year was Rs. 9.42 Lakhs (increase 53.92%) as against Rs. 6.12 Lakhs in
the previous year. The profit after tax has increased to Rs. 7.91 Lakhs as against profit
after tax of Rs. 6.09 Lakhs in previous year representing growth rate of 29.89% during the
financial year ended March 31, 2025. EPS for the year was Rs. 0.14 per share as compared
to Rs. (0.83) in the previous year.
Your directors are hopeful that the performance of the Company will further improve in
the coming years. Detailed working on operation of the Company is provided in the
management discussion and analysis report which as forms part of this report.
3) TRANSFER TO RESERVE:
The Board of the Company has decided not to transfer any amount to the reserves for the
year under review.
4) DIVIDEND:
In order to conserve resources, your directors do not recommend any dividend for the
year under review.
5) DIVIDEND DISTRIBUTION POLICY:
As on March 31, 2025, Company does not fall into top 1,000 listed entities based on
market capitalization. Hence, formulation of dividend distribution policy does not
applicable to the Company.
6) CONSOLIDATED FINANCIAL STATEMENTS:
As on March 31, 2025, the Company has no subsidiary, associate or joint venture company
as defined under the Act. Hence, provisions of the Section 133 of the Act and Ind AS 110
Consolidated Financial Statement does not applicable to the Company.
7) TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO IEPF:
No dividend was declared by the Board of the Company for the financial year 2017-2018.
Hence, there is no requirement to transfer unclaimed dividend / Shares to IEPF.
8) SHARE CAPITAL STRUCTURE:
During the year under review, there has been no change in the Capital Structure of the
Company.
a) Authorized Capital:
Rs. 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 (Sixty Lakhs) Equity
Shares of Rs. 10/- each.
b) Issued Capital, Subscribed and Paid-up Capital:
Rs. 5,81,00,000/- (Rupees Five Crore Eighty-One Lakhs Only) divided into 58,10,000
(Fifty-Eight Lakh Ten Thousand Sixty) Equity Shares of Rs. 10 /- each.
9) DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Retire by Rotation of Director:
In accordance with the provisions of Section 152 of the Act read with Rules and the
Articles of Association of the Company, Mrs. Rajvi P. Patel (DIN: 06589233) is liable to
retire by rotation at the forthcoming Annual General Meeting (AGM) and, being
eligible, has offered herself for re-appointment. The Board recommends re-appointment of
Mrs. Rajvi P. Patel for the consideration of the members of the Company at the forthcoming
AGM. The relevant details including brief profile of Mrs. Rajvi P. Patel in terms of
Regulation 36 (3) of SEBI Listing Regulations, forms part to the Notice of AGM of the
Company.
B. Change in Director:
During the year under review, there is no change in the composition of Directors. The
Non-Executive Independent Directors of the Company had no material pecuniary relationship
or transactions with the Company.
C. Disqualifications of Directors:
In compliance with Section 164 (2) of the Act and the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Company received Form DIR-8 from every
Director during the financial year 2024 25 that is being reviewed. This form certifies
that none of the Directors of your Company is disqualified to hold office as a director
under the provisions of Section 164 (2) of the Act, nor are they barred from holding the
office of a director by any order of the SEBI or any such authority in accordance with
SEBI letter dated June 14, 2018, and BSE circular dated June 20, 2018 on the subject
"Enforcement of SEBI orders regarding appointment of Directors by Listed
Companies."
In accordance with the requirements of several Act provisions, the company's directors
have disclosed all relevant information.
D. Key Managerial Personnel:
In accordance with the provisions of Sections 2 (51) and 203 of Act read with Rule 8 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, the following have been designated as the Key Managerial Personnel of the
Company: -
1. Mr. Pinkal R. Patel - Chairman & Managing Director
2. Mr. Monark R. Patel - Chief Financial Officer
3. Ms. Hina D. Patel - Company Secretary & Compliance Officer
During the year under review, there is no change in the Key Managerial personnel of the
Company.
10) BOARD & COMMITTEE COMPOSITION:
A. Board Composition:
Your Company's Board is structured with an optimal mix of independent, executive, and
non-executive members, ensuring balanced and impartial decision-making on matters of
performance and strategy. It plays a vital role in guiding board deliberations and shaping
the Company's direction. Comprising distinguished professionals with extensive experience
and expertise across diverse industries, the Board brings valuable perspectives to the
governance process. As of March 31, 2025, the Board consists of six (4) directors One (1)
serves as Executive Director, One (1) serves as Non-Executive Director and two (2) as
Non-Executive Independent Directors. The tenure of the Independent Directors fully
complies with the requirements of the Act.
None of the directors on the board holds the directorship in more than 20 (twenty)
companies and out of them none of the directors holds the directorship in more than 10
(ten) public companies at a time, pursuant to Section 165 of the Act.
The table below gives the composition of the Board and the directorships held by each
of the directors of the Company at the end of Financial Year 2024-25:
Name of Director |
Category |
Original Date of Appointment |
Number of Shares held in the Company |
Pinkal Rajeshbhai Patel, Managing Director (DIN: 06512030) |
Promoter, Executive Director |
24/04/2013 |
7,17,600 |
Rajvi Pinkal Patel, Director (DIN: 06589233) |
Promoter, Non- Executive Director |
14/08/2015 |
3,58,800 |
Mehul Maheshbhai Raval, Director (DIN: 10561729) |
Non-Executive (Independent) |
01/04/2024 |
6,563 |
Bakulbhai Joitaram Patel, Director (DIN: 10561729) |
Non-Executive (Independent) |
01/04/2024 |
Nil |
As on March 31, 2025, none of the Directors of the Company were related to each other
except Mr. Pinkal R. Patel, Managing Director and Mrs. Rajvi P. Patel, Director who are
related to each other as per the provisions of the Act.
B. Committee Composition:
The Board Committees are set up under the formal approval of the Board to carry out
clearly defined roles under which are considered to be performed by members of the Board.
The Board supervises the execution of its responsibilities by the Committees and is
responsible for their action. Your board currently has three (3) committees, namely the
Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder
Relationship Committee, to look into various aspects for which they have been established
in order to provide better corporate governance and transparency. The terms of reference
of these committees are in line with Act.
1. Audit Committee:
The role and terms of Audit Committee articulates the roles, responsibilities and
powers of the Audit Committees as specified under Regulation 18 (3) read with Schedule II
(Part C) of the SEBI Listing Regulations and Section 177 of the Act. Further, all the
recommendations made by the audit committee were accepted by the Board.
During the financial year ended March 31, 2025, the audit committee met four times on
May 30, 2024, August 14, 2024, November 14, 2024 and February 13, 2025. The intervening
gap between two meetings did not exceed one hundred and twenty days. The composition and
details of attendance of members of the Committee are given as under:
| Name of the Member |
Position |
Category |
No. of Meetings attended |
Percentage of attendance |
| Mr. Mehul M. Raval |
Chairman |
Non-Executive Independent Director |
4 out 4 |
100% |
| Mr. Bakul J. Patel |
Member |
Non-Executive Independent Director |
4 out 4 |
100% |
| Mr. Pinkal R. Patel |
Member |
Executive Director (Promoter) |
4 out 4 |
100% |
The Chief Financial Officer, Statutory and Internal Auditor(s) was invited to attend
the audit committee meetings, as when required. The Company Secretary of the Company acts
as Secretary of the Committee.
The constitution of the committee is in accordance with the applicable provisions of
the Act and SEBI Listing Regulations, as amended. The Chairman of audit committee was
present at the last AGM held on September 30, 2024.
. Nomination and Remuneration Committee:
The role and terms of the Nomination and Remuneration Committee are in line with
Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations and Section
178 (1) of the Act and formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees. The said policy
is available on the website of the Company at www.ambitiousplastomac.com.
During the financial year ended March 31, 2025, nomination and remuneration committee
met two times on May 30, 2024 and August 14, 2024. The company secretary acts as the
secretary to the Committee. The composition of the committee is in compliance of the
provisions of the Act and SEBI Listing Regulations as amended. The composition and details
of attendance of members of the Committee are given as under.
| Name of the Member |
Position |
Category |
No. of Meetings attended |
Percentage of attendance |
| Mr. Mehul M. Raval |
Chairman |
Non-Executive Independent Director |
2 out 2 |
100% |
| Mr. Bakul J. Patel |
Member |
Non-Executive Independent Director |
2 out 2 |
100% |
| Mrs. Rajvi P. Patel |
Member |
Non-Executive Director (Promoter) |
2 out 2 |
100% |
3. Stakeholders Relationship Committee:
The role and terms of the Stakeholders Relationship Committee are as per Section 178
(5) of the Act and Regulation 20 read with Part D of Schedule II of SEBI Listing
Regulations, the Company has in place, a Stakeholders' Relationship Committee
(SRC), During the financial year ended March 31, 2025, stakeholder's
relationship committee met four times on the same day after conclusion of board meeting.
The composition of the Committee is in compliance of the provisions of the Act and SEBI
Listing Regulations as amended and details of attendance of members of the Committee at
the meetings are given as under:
| Name of the Member |
Position |
Category |
No. of Meetings attended |
Percentage of attendance |
| Mr. Mehul M. Raval |
Chairman |
Non-Executive Independent Director |
4 out 4 |
100% |
| Mr. Bakul J. Patel |
Member |
Non-Executive Independent Director |
4 out 4 |
100% |
| Mr. Pinkal R. Patel |
Member |
Executive Director (Promoter) |
4 out 4 |
100% |
The Company Secretary of the Company acts as Secretary of the Committee.
During the year under review, the Company did not receive any investor complaints.
However, in the event that any complaints were received, whether orally or via email, they
were promptly addressed and resolved to the complete satisfaction of the respective
investors, if any. The Company remains committed to maintaining effective communication
channels and ensuring timely resolution of investor grievances in compliance with all
applicable regulatory requirements.
11) CORPORATE GOVERANCE:
In line with Regulation 15 (2) of the SEBI Listing Regulations, the provisions of
Corporate Governance shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net
worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with
the provisions of Corporate Governance shall not apply to the Company and it does not form
the part of the Annual Report for the financial year 2024-25.
12) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A separate section on the Management Discussion and Analysis Report forms part of this
Director's Report and is attached as (Annexure 4).
13) DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received the necessary declarations from the independent directors of
the Company in accordance with Section 149 (6) of the Act and Regulation 16 (1) (b) of the
SEBI Listing Regulations confirming that they meet the criteria of independence prescribed
under the Act and the SEBI Listing Regulations. All the Independent Directors have also
confirmed that in terms of Rule 6 (3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, they have registered themselves with the Independent Director's
database as prescribed under the Act. Further, in terms Rule 6 (4) of the Companies
(Appointment and
Qualification of Directors) Rules, 2014, Independent Directors were preparing and will
appear for Online Proficiency Self-Assessment Test as required by IICA.
The Independent Directors have also confirmed that they have complied with the Code for
Independent Directors prescribed in Schedule IV of the Act. There have been no changes in
the circumstances affecting their status as Independent Directors of the Company. In the
opinion of the Board, the Independent Directors meet the conditions specified under the
Act and the Listing Regulations, and they remain independent of management.
In the opinion of the Board, all Independent Directors possess requisite
qualifications, expertise, experience (including the proficiency) and hold high standards
of integrity required to discharge their duties with an objective independent judgment and
without any external influence.
14) FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR:
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company with necessary documents, reports and internal policies to
enable them to familiarise with the Company's procedures and practices. Your Company
endeavours, through presentations at regular intervals, to familiarise the Independent
Directors with the strategy, operations and functioning of the Company and also with
changes in the regulatory environment having a significant impact on the operations of the
Company and issues faced by the ceramic industry. We work to cultivate an enlightened and
involved Board that supports efficient governance and value creation by actively engaging
independent directors and providing them with the necessary resources.
15) PERFORMANCE EVALUATION OF THE BOARD AS WHOLE, COMMITTEE AND
INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act, and the SEBI Listing Regulations, the Board has
carried out an annual evaluation of its own performance and that of its committees as well
as performance of the Directors individually. Feedback was sought by way of a structured
questionnaire covering various aspects of the board's functioning such as adequacy of the
composition of the board and its committees, board culture, execution and performance of
specific duties, obligations and governance and the evaluation was carried out based on
responses received from the directors.
The evaluation is performed by the board, nomination and remuneration committee and
independent directors with specific focus on the performance and effective functioning of
the Board and individual directors. In line with SEBI Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 05, 2017, the Company adopted the criteria
recommended by the SEBI. The performance evaluation of the chairman and non-independent
directors was also carried out by the independent directors. The performance of the
directors, the board as a whole and committee of the board were found to be satisfactory.
During the financial year ended March 31, 2025, the performance evaluation of the
Board, Committees and Directors was conducted based on the criteria, framework and
questionnaires approved by the Nomination and Remuneration Committee and the Board. The
details of the performance evaluation exercise conducted by the Company.
16) CHANGE(S) IN THE NATURE OF BUSINESS:
During the financial year ended March 31, 2025, there was no change in the nature of
the business of the Company.
17) DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (5) (c) of the Act and based on the
information provided by the management, the Directors state that:
A. in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any; 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 at the
end of the financial year on March 31, 2025 and of the profit of the Company for the year
under review; C. the directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions 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; E. 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 F. 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.
18) NUMBER OF MEETINGS OF THE BOARD:
During the financial year ended March 31, 2025, 4 (four) meetings of the Board of
Directors of the Company were held on May 30, 2024, August 14, 2024, November 14, 2024 and
February 13, 2025.
The intervening gap between the Meetings was within the period prescribed under the
Act.
|
|
Date of Board Meeting |
|
Whether last AGM |
| Name of Director |
May 30, 2024 |
August 14, 2024 |
November 14, 2024 |
February 13, 2025 |
held on September 30, 2024 attended |
Mr. Pinkal R. Patel |
Yes |
Yes |
Yes |
Yes |
Yes |
Mrs. Rajvi P. Patel |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Mehul M. Raval |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Bakul J. Patel |
Yes |
Yes |
Yes |
Yes |
Yes |
19) MEETINGS OF INDEPENDENT DIRECTORS:
During the financial year ended March 31, 2025, Independent Directors of the Company
met on February 13, 2025 without the attendance of Non Independent Directors and members
of the Board. In accordance with the provisions under Section 149 and Schedule-IV of the
Companies Act, 2013. The Independent Directors reviewed the performance of the
Non-Independent Directors and the Board as whole.
The following matters were, inter alia, reviewed and discussed in the meeting:
Evaluated the performance of Non-Independent Directors and the Board of Directors as a
whole; Evaluated the performance of the Chairman of the Company taking into consideration
the views of Executive and Non-Executive Directors; Assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.
All the Independent Directors were present at the meeting and was satisfied with the
performance of the Non-Independent Directors and the Board as a whole and with the
quality, quantity and timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties.
20) COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the company has complied with the provisions of
Secretarial Standards issued by Institute of Company Secretaries of India on Board and
General Meetings.
21) INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
In Pursuant to Section 134 (5) (e) of the Act the Internal Financial Controls with
reference to financial statements as designed and implemented by the Company are adequate.
The nature of the Company's business and size and complexity of its operations are in
place and have been operating satisfactorily. Internal Control Systems consisting of
policies and procedures are designed to ensure reliability of financial reporting, timely
feedback on achievement of operational and strategic goals, compliance with policies,
procedure, applicable laws and regulations and that all assets and resources are acquired
economically, used efficiently and adequately protected. The code of conduct for senior
management and employees of your Company (the Code of Conduct) commits management to
financial and accounting policies, systems and processes.
Your Company's financial statements are prepared on the basis of the significant
accounting policies that are carefully selected by management and approved by the audit
committee and the board. These accounting policies are reviewed and updated from time to
time. The Board of Directors of the Company are responsible for ensuring that internal
financial controls have been laid down in the Company and such controls are adequate and
operating effectively. The board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures etc. During the period under review, no
material or serious observation has been received from the Internal Auditors of the
Company for inefficiency or inadequacy of such controls.
22) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the
Company which occurred between the financial year ended March 31, 2025 to which the
financial statements relates and the date of signing of this report.
23) PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public in terms of Section 73 and 74
and Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
Hence, no amount on account of principal or interest on public deposits was outstanding as
on the date of the balance sheet.
24) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
Your Company has not given any guarantee and/or provided any security to any of body
corporate, whether directly or indirectly, within the meaning of Section 186 of the Act.
The details of loans have been disclosed and the details of investments have been
disclosed to the financial statements forming part of this Report.
25) DETAILS OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANIES:
During the financial year ended March 31, 2025, there are no subsidiaries, associates
or joint venture companies within the meaning of Section 2 (6) of the Act. No other
Company has become or ceased to be subsidiary, joint venture or associate of the Company.
Hence, a statement containing the salient features of financial statements of the
Company's subsidiary, associates or joint venture companies in Form No. AOC-1 is not
applicable to the Company.
26) INSURANCE:
During the financial year ended March 31, 2025, there are no property (land and
buildings), plant and equipment. Hence, not required to take adequate insurance cover by
the Company.
27) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, all related party transactions are entered in the
ordinary course of business and on an arm's length basis, in accordance with applicable
regulatory requirements. All related party transactions, were presented to the Audit
Committee for prior approval. In accordance with the approval, the requisite disclosures
are submitted to the Committee on a quarterly basis, ensuring transparency and compliance
with applicable regulatory requirements.
During the year under review, the Company entered into transactions with related
parties as defined under Section 2 (76) of the Companies Act, 2013, and applicable
accounting standards. These transactions were conducted in the ordinary course of business
and on an arm's length basis. However, they were materially significant and could
potentially conflict with the interests of the Company. All such transactions were carried
out in accordance with the Company's policy on related party transactions and relevant
regulatory requirements. Information on transactions with related parties are given in
Form AOC-2 forms part of this directors' report (Annexure 1).
The disclosures pertaining to related party transactions as per the applicable
accounting standards forms part of the notes to the financial statements provided in this
annual report.
28) CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company have not attracted the provision as specified under Section 135 of the Act
i.e. Corporate Social Responsibility, Hence, the Company does not constitute CSR Committee
and not taken any steps towards Corporate Social Responsibility.
29) EXTRA-ORDINARY GENERAL MEETING
During the year under review, your company has not conducted Extra-Ordinary General
Meeting of the members of the Company.
30) POSTAL BALLOT
During the financial year ended March 31, 2025, two special resolutions was passed by
the Company through Postal Ballot i.e., Appointment of Mr. Mehul Maheshbhai Raval (DIN:
10561729) as an Independent Director of the Company and Appointment of Mr. Bakulbhai
Joitaram Patel (DIN: 10561763) as an Independent Director of the Company. The said
resolutions was passed with requisite majority.
31) MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF
THE HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
and the date of this report.
32) DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE:
During the year under review, there were no material and significant orders passed by
the regulators or courts or tribunals impacting the going concern status and the Company's
operations in future.
33) PARTICULARS OF EMPLOYEES (DISCLOSURE UNDER RULE 5 OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014):
During the financial year ended March 31, 2025, the executive director and chief
financial officer do not avail any benefits from the Company. Further, only Company
Secretary has received remuneration as per industry norms. The information required under
Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as forms part of this directors' report
(Annexure 2). No employee of the Company was in receipt of the remuneration exceeding the
limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.
34) ANNUAL RETURN:
Pursuant to Sections 92 (3) and 134 (3) (a) of the Act, read with Rule 12 of Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT - 7 for the
Financial Year ended March 31, 2025, is available on the Company's website at
www.ambitiousplastomac.com.
35) PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
The steps taken or impact on conservation of energy: Company does not have
manufacturing unit, therefore, no plant & machinery which consume more electricity.
Further, the Company has taken measures to consume minimum power consumption at the
registered office of the Company. The steps taken by the Company for utilizing alternate
sources of energy: The Company have used energy saving / power saver appliances within the
organization. Further, the Company endeavors in identify the alternative source of energy
so as to save the natural source of energy to an extent as much as possible. The Capital
investment on energy conservation equipments: Nil
B. TECHNOLOGY ABSORPTION:
The efforts made towards technology absorption: Company does not have manufacturing
unit. Company assures that any needs of heavy machinery in future, Company always been
making best effort towards technology absorption, adaptation and innovation. The benefits
derived like product improvement, cost reduction, product development or import
substitution: Nil In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year): Nil The expenditure incurred on
Research and development (R & D): Nil
C. FOREIGN EXCHANGE EARNINGS & OUT GO:
Foreign Exchange Earning: Nil Foreign Exchange Outgo: Nil
36) AUDITORS AND AUDITORS' REPORT:
A. Statutory Auditor:
The members of the Company in accordance with Section 139 of the Act have passed a
resolution for appointment of M/s. Pankaj K Shah Associates, (Firm Registration No.
107352W) as Statutory Auditors of the Company for a period of 5 years in the AGM held on
September 30, 2022 to hold office up to the conclusion of 36th AGM of the
Company to be held in the year 2026-2027.
The auditor has issued auditors' report with un-modified opinion with one emphasis of
matter: Note No. 4 (ii) to Notes to financial statements i.e. revenue recongnistion which
is not in accordance with standard accounting practice.
Management's Response: In response to Note No. 4 (ii) to the financial statements, the
company recognizes the need for alignment with relevant revenue recognition standards and
is in the process of reviewing and revising its invoicing and revenue recording
procedures. Appropriate policies shall be developed to ensure conformity with applicable
accounting standards moving forward. Management is committed to implementing necessary
changes, including staff training and amendments to procedures.
Further, management assures that there have been no adverse impacts on the accuracy of
financial reporting and is taking proactive steps to ensure that future revenue
recognition fully complies with standard accounting requirements.
B. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the board of directors have appointed
M/s. Parthkumar & Associates, Practicing Company Secretaries (Certificate of Practice
Number: 22741) to undertake the secretarial audit of the Company for the financial year
ended March 31, 2025. The secretarial auditors report issued by M/s. Parthkumar &
Associates, Practicing Company Secretaries in Form MR 3 forms part of this directors'
report (Annexure 3).
The secretarial auditor has issued secretarial audit report with observation /
qualification: The revenue generated from these business operations amounted to Rs. 667.88
lakhs, all of which came from related parties only. According to the management's
representation, the related party transactions entered into by the Company during the
financial year were in the ordinary course of business and on an arm's length basis.
However, the Company has not obtained prior approval of the members for such transactions
as required under Section 188 of the Companies Act, 2013 read with Rule 15 of the
Companies (Meetings of Board and its Powers) Rules, 2014, wherever applicable.
Additionally, it has been observed that the Company's website is not updated as per the
requirements of Regulation 46 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Management's Response on observation / qualification: The management acknowledges that
the revenue generated from related party transactions during the financial year amounted
to Rs. 667.88 lakhs, all of which were conducted in the ordinary course of business and on
an arm's length basis. However, the Company recognizes that prior approval of the members
as required under Section 188 of the Companies Act, 2013 read with Rule 15 of the
Companies (Meetings of Board and its Powers) Rules, 2014, was not obtained for such
transactions wherever applicable.
The Company undertakes to implement necessary steps to ensure strict compliance with
the provisions of Section 188 and the related Rules in future. This includes obtaining
prior approval of the shareholders through the requisite resolutions for all material
related party transactions as applicable, along with appropriate disclosures in line with
applicable laws.
Regarding the update of the Company's website as per Regulation 46 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the management confirms that
the Company has obtained a new domain and the development of a new website is currently
under process to ensure compliance with the said Regulation.
C. Cost Auditor:
The Company have not attracted the provision as specified under Section 148 of the Act
i.e. Central Government to Specify Audit of Items of Cost in Respect of Certain Companies,
Hence, the Company does not appoint cost auditor and not carry out cost audit during the
year under review.
D. Internal Auditor:
Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant
to the recommendation of the Audit Committee of the Company, the Board of Directors has
approved the appointment of M/s K P Sompura & Co, Chartered Accountants, Ahmedabad,
having Firm Registration Number 131641W as the Internal Auditors of the Company for the
Financial Year 2024-25.
The Internal Auditors report their findings on the internal audit of the Company, to
the Audit Committee on a periodic basis. The scope of internal audit is approved by the
Audit Committee.
37) REPORTING OF FRAUDS BY AUDITORS:
In line with the provisions of Section 143 of the Act read with the Companies (Audit
and Auditors) Rules, 2014, as amended notifications/ circulars issued by the Ministry of
Corporate Affairs from time to time, no fraud has been reported by the Auditors of the
Company where they have reason to believe that an offence involving fraud is being or has
been committed against the Company by officers or employees of the Company and therefore
no details are required to be disclosed under Section 134(3)(ca) of the Act.
38) MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SECTION 148 OF THE ACT:
The Company is no required to maintain cost records under Section 148 (1) of the Act,
read with the Companies (Cost Records and Audit) (Amendment) Rules, 2014. Hence, not
applicable to the Company during the year under review.
39) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to the Regulation 34 (2) (f) of the SEBI Listing Regulations, Company is not
fall under top thousand listed entities based on market capitalization immediately on
preceding financial year, hence, not require to submit the business responsibility report.
40) PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended (SEBI PIT Regulations), the
Company has adopted the revised Code of Conduct to Regulate, Monitor and Report
Trading by Insiders (the Code). The Code is applicable to promoters, all
directors, designated persons and connected persons and their immediate relatives, who are
expected to have access to unpublished price sensitive information relating to the
Company. The Company has also formulated a Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT
Regulations.
41) VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors on the recommendations of the Audit Committee has approved and
adopted a vigil mechanism / whistle blower policy in line with the provisions of Section
177 (9) and Section 177 (10) of the Act, read with Rule 7 of The Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, that
provides a formal mechanism for directors, employees or business associates for reporting
the unethical behavior, malpractices, wrongful conduct, frauds, violations of the
Company's code etc. to approach the chairman of the audit committee. Your Company is
committed to highest standards of ethical, moral and legal business conduct of business
operations.
The employees of the Company have the right / option to report their concern /
grievance to the Chairman of the Audit Committee. No person has been denied access to the
chairman of the Audit Committee. During the year under review, no complaint was received
from a whistle blower.
42) DETAILS OF INVESTOR'S GRIEVANCES / COMPLAINTS:
1. No. of investor complaints pending at the beginning of year: Nil
2. No. of investors complaints received by the RTA / Company during the year:
Nil
3. No. of complaints not resolved of shareholders / investors during the year:
Nil
4. No. of complaints pending as at the end of the year: Nil
43) COMPLIANCE OFFICER:
To,
Company Secretary and Compliance Officer, Ambitious Plastomac Company Limited,
Regd. Office: Office No. 703, Seventh Floor, Royal Square, Nr. R. K. Royal Hall,
Science City Road, Sola, Ahmedabad, Gujarat 380 060, India. Ph. No.: +91-98980 99793,
E-Mail: ambitiousplasto@gmail.com.
44) RISK MANAGEMENT POLICY:
The Board of Directors of the Company has monitored risk management and has a defined
framework which monitors the risk mitigation plan for the Company. It identifies key risk
areas, periodically reviews the risk management plan and ensures its effectiveness. The
major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The audit committee is also looking
after the area of financial risks and controls. At present, in the opinion of the Board
there is no identification of Risk element that may threaten the existence of the Company.
45) TENTATIVE SCHEDULE FOR CONSIDERING FINANCIAL RESULTS:
1. For the quarter ending June 30, 2025: On or before August 14, 2025;
2. For the quarter ending September 30, 2025: On or before November 14, 2025;
3. For the quarter ending December 31, 2025: On or before February 14, 2026;
4. For the quarter ending March 31, 2026: On or before May 30, 2026.
46) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
In accordance with the requirements of the sexual harassment of women at workplace
(prevention, prohibition & redressal) Act, 2013 (POSH Act) and Rules made
thereunder. Your Company has always believed in providing a safe and harassment free
workplace for every women employee working with your Company. Your Company always
endeavors to create and provide an environment that is free from discrimination and
harassment including sexual harassment.
Your Company maintains a zero-tolerance policy towards sexual harassment at the
workplace, in accordance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. While the Company currently has no regular
employees, except for one Company Secretary who has been permitted to work remotely from
home, the provisions of the Act and the related policy on prevention and redressal of
sexual harassment are not applicable at this stage. Nevertheless, the Company remains
fully committed to fostering a safe and secure working environment and will ensure strict
compliance with all applicable laws and policies as and when the need arises. During the
year under review, no complaints related to sexual harassment were reported.
47) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:
During the financial year ended on March 31, 2025, there was no application made and
proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any
Financial and/or Operational Creditors against your Company. As on the date of this
report, there is no application or proceeding pending against your Company under the
Insolvency and Bankruptcy Code, 2016.
48) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
It is not applicable to the Company during the year under review, as there exist no
Loans / Borrowing from any Bank, Financial Institution, etc. in any form or nature.
49) CAUTIONARY STATEMENT:
The annual report including those which relate to the directors' report, management
discussion and analysis report may contain certain statements on the Company's intent
expectations or forecasts that appear to be forward-looking within the meaning of
applicable securities laws and regulations while actual outcomes may differ materially
from what is expressed herein.
50) ACKNOWLEDGEMENTS:
The Directors thank the Company's customers, vendors, investors and business partners
for their continuous support. The Directors also thank the Government of India,
Governments of various states in India, Governments of various countries and concerned
Government departments and agencies for their co-operation.
The Directors appreciate and value the contribution made by every member of the
Company.
|
For and on behalf of the Board of Directors of |
|
For, Ambitious Plastomac Company Limited |
|
Pinkal R. Patel |
Place: Ahmedabad |
Chairman & Managing Director |
Date: May 30, 2025 |
DIN: 06512030 |