To,
The Members,
Your directors present herewith 33rd Annual Report of the Ambitious
Plastomac Company Limited ("the Company" or "APCL") together with the
audited financial statements for the financial year ended 31st March, 2024.
1) FINANCIAL RESULTS:
The financial performance of the Company for the financial year ended 31st
March, 2024 are summarized below: -
| Particulars |
For the Year Ended 31st March, 2024 |
For the Year Ended 31st March, 2023 |
| Revenue from Operations |
596.45 |
0.00 |
| Other income |
2.68 |
0.00 |
| Total Income |
599.13 |
0.00 |
| Profit before Depreciation, Finance Costs & Taxation |
6.12 |
(48.22) |
| (Less:) Depreciation |
(0.00) |
(0.00) |
| (Less:) Finance Cost |
0.03 |
(0.01) |
| Profit before Taxation |
6.09 |
(48.21) |
| (Less:) Tax Expenses |
(0.00) |
(0.00) |
| Profit after Tax |
6.09 |
(48.21) |
| Other Comprehensive Income |
0.00 |
0.00 |
| Total comprehensive income for the year |
6.09 |
(48.21) |
2) STATE OF THE COMPANY'S AFFAIRS:
During the period under review, the Company has commenced its business operations and
generated revenue of Rs. 596.45 Lakhs. Your Company has earned profit of Rs. 6.09 Lakhs as
against loss of Rs. 48.21 lakhs. However, your directors are confident and optimistic of
achieving upward growth and achieving much better results in the coming years. EPS for the
year was Rs. 0.10 (increase of 113%) per share as compared to Rs. (0.83) in the previous
year. 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:
In order to conserve resources, the Board of Directors 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 31st March, 2024, 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 31st March, 2024, 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 Directors of the Company for the financial
year 2016-2017. Hence, there is no requirement to transfer unclaimed dividend / Shares to
IEPF.
8) SHARE CAPITAL STRUCTURE:
There is no change in authorized and paid-up share capital of the company during the
year under review
9) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Retire by Rotation of Director:
In accordance with the provisions of Section 152 of the Act and the rules framed there
under, Mr. Pinkal R. Patel, Managing Director of the Company retire by rotation at the
ensuing AGM and he being eligible offer himself for re-appointment. The board recommends
his re-appointment.
B. Appointment / Resignation / Retirement of Directors:
During the year under review, Mr. Hardik Kanubhai Patel (DIN: 06512241) and Mr. Nimesh
Khodabhai Patel (DIN: 06624565) shall ceased to be an Independent Directors of the Company
with effect from close of business hours on 31st March, 2024, consequent upon
completion of their two terms, aggregating to ten years.
Based upon the recommendation of Nomination and Remuneration Committee, the Board has
considered and approved the appointment of Mr. Mehul Maheshbhai Raval (DIN: 10561729) and
Mr. Bakulbhai Joitaram Patel (DIN: 10561763) as an Additional Directors (Non-Executive
Independent Directors) of the Company for an initial term of 5 (five) consecutive years
with effect from 1st April, 2024 up to 31st March, 2029.
Subsequently, a notice of postal ballot dated 30th May, 2024, was send to the
shareholders have been passed the resolutions with requisite majority on the last date of
the receipt of the e-voting, i.e. on Sunday, 30th June, 2024. Apart from said
changes, there is no appointment / resignation by any director from the Board of the
Company.
C. Key Managerial Personnel:
The following have been designated as the Key Managerial Personnel of the Company
pursuant to Sections 203 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014: -
| 1. Mr. Pinkal R. Patel |
Managing Director |
| 2. Mr. Monark R. Patel |
Chief Financial Officer |
| 3. Ms. Hina D. Patel |
Company Secretary & Compliance Officer |
During the year under review, Ms. Poorvi Gattani has resigned from the post of Company
Secretary & Compliance Officer of the Company effective from 30th March,
2024. The Board of Directors has appointed Ms. Hina D. Patel (Membership Number: A69304)
as a Company Secretary & Compliance Officer of the Company w.e.f. 1st
April, 2024 who is a Key Managerial Personnel as per Section 203 of the Act. Apart from
the said change, there is no other change in the Key Managerial personnel of the Company.
10) DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received the necessary declarations from the independent directors of
the Company in accordance with Section 149 (7) 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.
In the opinion of the board, there has been no change in the circumstances which may
affect their status as independent directors and the board is satisfied of the integrity,
expertise and experience (including proficiency in terms of Section 150 (1) of the Act and
applicable rules thereunder) of all independent directors on the board.
11) 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 5th January, 2017, the Company adopted
the criteria recommended by the SEBI. The performance evaluation of the chairman and
nonindependent 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 31st March, 2024, 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 are set out in the
Corporate Governance Report.
12) CHANGE(S) IN THE NATURE OF BUSINESS:
During the financial year ended 31st March, 2024, there was no change in the
nature of the business of the Company.
13) 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 31st March,
2024, 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 31st
March, 2024 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.
14) NUMBER OF MEETINGS OF THE BOARD:
During the financial year ended 31st March, 2024, 5 (five) meetings of the
Board of Directors of the Company were held on 29th May, 2023, 11th
August, 2023, 31st October, 2023, 13th February, 2024 and 30th
March, 2024.
| Name of Directors |
Date of Appointment |
Category of Directorship |
No. of Board Meeting attended |
Whether last AGM held on 30th September 2023 attended |
| Pinkal Rajeshbhai Patel |
24/04/2013 |
Promoter and Executive Director |
5 out 5 |
Yes |
| Rajvi Pinkal Patel |
14/08/2015 |
Promoter and NonExecutive (Woman) Director |
5 out 5 |
Yes |
| Hardik Kanubhai Patel |
01/03/2013 |
Non Executive Independent Director |
5 out 5 |
Yes |
| Nimesh Khodabhai Patel |
05/07/2013 |
Non Executive Independent Director |
5 out 5 |
Yes |
15) SECRETARIAL STANDARDS:
The Company has followed the applicable secretarial standards issued by the Institute
of Company Secretaries of India (ICSI).
16) 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.
17) 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 31st March, 2024 to
which the financial statements relates and the date of signing of this report.
18) 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.
19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
Pursuant to provision of the Section 186 of the Act, Company have not given any
guarantee or provided any security during the year under review. The details of loans and
investment have been disclosed in notes to the financial statements, if any.
20) SUBSIDIARY COMPANIES:
During the financial year ended 31st March, 2024, 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.
21) INSURANCE:
During the financial year ended 31st March, 2024, there are no property
(land and buildings), plant and equipment. Hence, not required to take adequate insurance
cover by the Company.
22) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions are entered into only after receiving prior approval
from the Audit Committee. A statement of all related party transactions entered into is
placed before the Audit Committee and Board of Directors for its review on a quarterly
basis, specifying the nature, value and terms of the transaction.
During the year under review, the Company has entered into transactions with related
parties as defined under Section 2 (76) of the Act read with Companies (Specification of
Definitions Details) Rules, 2014, and applicable accounting standards, which were in the
ordinary course of business and on arms' length basis and in accordance with the policy on
related party transactions of the Company. During the year, there was no related party
transaction entered into by the Company that requires disclosure in Form AOC-2, hence,
disclosure in Form AOC-2 is not applicable to the Company.
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.
23) 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.
24) POSTAL BALLOT
During the year under review, there are two special resolutions which required to be
put through postal ballot. The Postal Ballot Notice dated 30th May, 2024 for
seeking the members approval in respect of appointment of Mr. Mehul Maheshbhai Raval (DIN:
10561729) as an Independent Director of the Company and appointment Mr. Bakulbhai
Joitaram Patel (DIN: 10561763) as an Independent Director of the Company by way of
passing of Special Resolution. The shareholders have passed the resolutions with requisite
majority on the last date of the receipt of the e-voting, i.e. on Sunday, 30th
June, 2024.
25) HUMAN RESOURCES DEVELOPMENT:
The management believes that competent and committed human resources are vitally
important to attain success in the organization. It is always proactive with respect to
the human resource development activities. A significant effort has also been undertaken
to develop leadership as well as technical / functional capabilities in order to meet
future talent requirement.
26) MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANYWHICH 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.
27) DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No orders have been passed by any Regulator / Court / Tribunal, impacting on the status
of going concern and the Company's operations in future.
28) PARTICULARS OF EMPLOYEES (DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014):
During the financial year ended 31st March, 2024, the executive directors
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 - 1). 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.
29) ANNUAL RETURN:
As required pursuant to Section 92 (3) of the Act and rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, an extract of annual return is a part of this
annual report also disclosed on the website www.ambitiousplastomac.com.
30) 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
31) AUDITORS AND AUDITORS' REPORT:
A. Statutory Auditors:
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
30th September, 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 modified opinion i.e. it contain
qualification or adverse remark: The Company has not recognised for undisputed income tax
liability of Rs. 232.66 Lakhs including penalty in respect of earlier years. The company
has also not provided the interest payable on the said amount of unpaid taxes, the amount
of such interest is unascertainable in absence of necessary information. The accounting
treatment followed by the company in this regard is not in accordance with Ind AS 12 -
"Income taxes". As a result of non-recognition of undisputed tax liability, the
balance of other equity and Current tax liability, in the balance sheet are understated to
the extent of Rs. 232.66 Lakhs. Further, in the absence of necessary information in
respect of interest payable on such income tax liability, its impact on the financial
statements including the loss for the year is not quantifiable.
Management's Response on qualification / adverse remark: The issues currently facing
the income tax department are largely similar to those addressed in the previous year. The
Company is actively working on reopening all pending cases with the IT authorities and is
optimistic about resolving these outstanding matters.
B. Secretarial Auditors
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 31st March, 2024. The secretarial auditors report issued by M/s.
Parthkumar & Associates, Practicing Company Secretaries in Form MR - 3 forms part of
this directors' report (Annexure - 2).
C. Cost Auditors
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.
32) REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the statutory auditors and secretarial auditor have not
reported any instances of frauds committed in the Company by its officers or employees to
the audit committee under Section 143 (12) of the Act.
33) 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.
34) 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.
35) 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.
36) COMMITTEES OF THE BOARD:
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.
A. 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 31st March, 2024, the audit committee met
four times on 29th May, 2023, 11th August, 2023, 31st
October, 2023 and 13th February, 2024. 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 |
| Mr. Nimesh K. Patel |
Chairman |
Non-Executive Independent Director |
4 out 4 |
| Mr. Hardik K. Patel |
Member |
Non-Executive Independent Director |
4 out 4 |
| Mr. Pinkal R. Patel |
Member |
Executive Director (Promoter) |
4 out 4 |
• The constitution of the committee is in accordance with the applicable
provisions of the Act and SEBI Listing Regulations, as amended.
• The committee invites the representatives of the statutory and internal
auditor(s) as when required. The Company Secretary acts as a secretary to the audit
committee.
• The Chairman of audit committee was present at the last AGM held on 30th September,
2023.
B. 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 31st March, 2024, nomination and
remuneration committee met two times on 29th May, 2023 and 30th
March, 2024. The company secretary acts as the secretary to the Committee. The composition
and details of attendance of members of the Committee are given as under. The composition
of the committee is in compliance of the provisions of the Act and SEBI Listing
Regulations as amended.
| Name of the Member |
Position |
Category |
No. of Meetings attended |
| Mr. Nimesh K. Patel |
Chairman |
Non-Executive Independent Director |
2 out 2 |
| Mr. Hardik K. Patel |
Member |
Non-Executive Independent Director |
2 out 2 |
| Mrs. Rajvi P. Patel |
Member |
Non-Executive Director (Promoter) |
2 out 2 |
C. 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 31st March, 2024,
stakeholder's relationship committee met four times. 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 |
| Mr. Nimesh K. Patel |
Chairman |
Non-Executive Independent Director |
4 out 4 |
| Mr. Hardik K. Patel |
Member |
Non-Executive Independent Director |
4 out 4 |
| Mr. Pinkal R. Patel |
Member |
Executive Director (Promoter) |
4 out 4 |
D. INDEPENDENT DIRECTORS' MEETING:
During the financial year ended 31st March, 2024, Independent Directors of
the Company met on 13th February, 2024 without the attendance of
Non-Independent Directors and members of the Board. The Independent Directors reviewed the
performance of the Non-Independent Directors and the Board as whole. The performance of
the Chairman taking into account the views of executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeline of flow of information between
Company management and Board.
37) 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.
38) DETAILS OF INVESTOR'S GRIEVANCES / COMPLAINTS:
1. No. of investors complaints received by the RTA / Company during the year: Nil
2. No. of complaints not resolved of shareholders / investors during the year: Nil
3. No. of complaints pending as at the end of the year: Nil
39) 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.: +91-79844 20674, E-Mail: ambitiousplasto@gmail.com.
40) 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.
41) TENTATIVE SCHEDULE FOR CONSIDERING FINANCIAL RESULTS:
1. For the quarter ending 30th June 30, 2024: On or before 14th
August, 2024;
2. For the quarter ending 30th September, 2024: On or before 14th
November, 2024;
3. For the quarter ending 31st December, 2024: On or before 14th
February, 2025;
4. For the quarter ending 31st March, 2025: On or before 30th
May, 2025.
42) CORPOTRATE GOVERNANCE:
In terms of Regulation 15 (2) of SEBI Listing Regulations, Company does not have paid
up equity share capital exceeding ten crore rupees and net worth exceeding twenty-five
crore rupees, as on the immediate financial year i.e. 31st March, 2024 of the
Company. Hence, the requirements of compliance with the provisions corporate governance as
specified in shall not apply to the Company and hence, not provided by the Board.
43) 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, the Company has formulated and implemented a policy which mandates no
tolerance against any conduct amounting to sexual harassment of women at workplace.
During the financial year ended 31st March, 2024, the Company has not
received any complaint under the policy. The Company has systems and processes to ensure
professional ethics and harmonious working environment. The policy aims the protection of
the women employees at work place and providing the safe working environment where women
feel secure. Awareness programs are conducted to create sensitivity towards ensuring
respectable workplace.
44) THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the financial year ended on 31st March, 2024, there is no application
made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
against the Company.
45) 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:
Not applicable during the year under review.
46) 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.
47) ACKNOWLEDGEMENTS:
The Board of Directors acknowledges and places on record their sincere appreciation of
all the stakeholders and authorities for their continued co-operation and for the
excellent support received from them.
|
For and on behalf of the Board of Directors of For, Ambitious Plastomac
Company Limited |
|
Pinkal R. Patel |
| Place: Ahmedabad |
Chairman & Managing Director |
| Date: 30th May, 2024 |
DIN:06512030 |
