To,
The Members,
Polycon International Limited
Your Directors have pleasure in presenting the 34th Annual Report of the
Company together with Audited Financial Statements for the financial year ended 31st
March, 2025. FINANCIAL RESULTS
The financial results for the year ended 31st March, 2025 are summarized
below:
|
2024-2025 |
2023-2024 |
| Revenue from Operations |
2212.58 |
2304.58 |
Gross Profit before Interest and Depreciation |
374.74 |
315.71 |
| Less : Interest |
217.26 |
206.65 |
| Less : Depreciation |
134.92 |
104.24 |
| Less: Exceptional items |
- |
- |
| Profit/(Loss) for the year |
22.56 |
4.82 |
| Less : Provision for Taxation |
8.31 |
(1.42) |
| Profit/(Loss) after Taxation |
14.25 |
6.24 |
| Add : other Comprehensive Income |
- |
- |
| Profit/(Loss) for the year |
14.25 |
6.24 |
PERFORMANCE AND FINANCIAL POSITION OF COMPANY
The Gross Revenue from the Operations of the company during FY 2024-25 was Rs. 2212.58
lacs against Rs 2304.45 lacs in the year 2023-24. The Net Profit for the year 2024-25 was
Rs.14.25 Lacs against Rs 6.24 Lacs in 2023-24.
The Company's inherent strengths of its people, brand image, its operating efficiencies
and the robustness of its plantation efforts have combined to give it the ability to
withstand the strongest economic growth. .We have taken cash flow, capital expenditure and
overhead control Measures to smoothly manage our operations. The company is also succeed
in attaining nearly to the level of the net profit in last year.
RESERVES
The Board of Directors have decided to retain the entire amount of profit for FY
2024-25‘ in the profit and loss account and not to transfer any amount to the
reserves for the year under review.
DIVIDEND
The Board of Directors did not recommend any Dividend for the year under review.
PUBLIC DEPOSITS
Your Company has not accepted any Deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as the company is not required to constitute
Corporate Social Responsibility Committee.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management
& Administration) Rules, 2014, the draft annual return in the prescribed form is
available on the website of the Company at https://www.polyconltd.com/ annual-return-3
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
(i) The steps taken or impact on conservation of energy :- Polycon International
Limited is committed to follow high standards of environmental protection and provisions
of a safe and healthy work place for workers, customers and other stakeholders. The
Company reduced the consumption of fuel as much as possible to reduce the Carbon Foot
Print.
(ii) The steps taken by the company for utilizing, alternate source of energy:-Your
company is striving continuously to conserve energy by adopting innovative measures to
reduce wastage and optimize consumption. The manufacturing units of the company are well
planned and adequately equipped for ensuring optimum energy utilization. Positive impact
of measures already taken has been observed on the costs.The Company has already installed
roof top Solar system.
(iii) The capital investment as energy conservation equipment:- NA
B. TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption:- Your company is committed to
providing consumers with high quality products. The technology that is being used by your
company is eco-friendly that conserves the environment. All the units of the company are
well furnished with suitable equipments and self-sufficient in the matter of manufacturing
process and focus is to stay aligned with the best and continuously increase efficiency.
We proactively and continuously invest in developing technology which adds value to our
business.
(ii) The benefits derived like Product improvement, Cost reduction, Product development
or import substitution:- Sustained delivery has ensured that your company's products are
trusted by consumers. During the year your company continued its focus on driving the
quality culture and total productivity management across the factories.
(iii) In case of import technology (Imported during the last three years reckoned from
the beginning of the Financial year) :- NA
C. FOREIGN EXCHANGE EARNINGS & OUTGO
The Foreign Exchange Earnings -Rs NIL /-and Outgo Rs 46731/-
AUDITORS AND AUDITORS' REPORT
A. STATUTORY AUDITORS AND THEIR REPORT
M/s S R Goyal & Co. Chartered Accountants (Firm Reg. No. 001537C) Jaipur, Statutory
Auditors of the Company will hold office till the conclusion of this Annual General
Meeting and are eligible for reappointment. The Company received a certificate from M/s S
R Goyal & Co, Chartered Accountants, Statutory Auditors to the effect that their
re-appointment, if made, would be in accordance with the provisions of Section 141 of the
Companies Act, 2013. As per the provisions of Companies Act, 2013, they are being
re-appointed till the conclusion of the 37th Annual General Meeting to be held
in year 2028.
There is no reservation, qualification or adverse remark contained in the Statutory
Auditors' Report attached to Balance Sheet as at 31st March, 2025. Information referred in
Auditors' Report are self-explanatory and do not require any further comments.
B. SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company
has appointed BK Sharma & Associates, Company Secretaries to undertake audit of
secretarial and other related records of the Company.
The Secretarial Audit Report is annexed herewith as “Annexure-I”. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark. Information referred in Secretarial Auditor Report are self-explanatory and do not
require any further comments.
C. COST AUDITOR
Cost Audit is not applicable to the company as per the Companies (Cost Records and
Audit Rules, 2014) as amended from time to time.
D. INTERNALAUDITOR
Pursuant to Section 138 of the Companies Act, 2013, the Board of Directors has
Re-appointed to Mr. Durga Prasad Sharma Internal Auditor of the Company for the financial
year 2025-26 in its meeting held on 30th May, 2025.
Mr Durga Prasad Sharma submitted Internal Audit Report for the current year to the
Board. No observations were made during the Internal Audit for the Financial Year 2024-25.
AUDIT COMMITTEE
As at 31st March 2025 ,the Audit Committee comprises Mr. Nikhil Bhandari
(Chairman), Mr. Rajiv Baid and Mrs. Archana
Sharma in line with the requirements of Section 177 of the Companies Act, 2013. The
Board has accepted the recommendations made by the Audit Committee from time to time. Four
Meetings of Audit Committee were held during the year.
The Audit committee has been reconstituted as on 30.10.2024 due to Completion of tenure
of Mr.Adarsh Singhania and Mr. Kamal Kumar Bordia, as an independent director as on
19.09.2024 . Hence both were ceased to member of Audit committee on 19.09.2024. Mr.Nikhil
Bhandari and Mrs Archana Sharma has been inducted as member of Audit Committee as on
30.10.2024 and reconstituted the committee accordingly.
INTERNAL FINANCIAL CONTROLS
The Company has well defined mechanisms in place to establish and maintain adequate
internal controls over all operational and financial functions considering the nature,
size and complexity of its business.
The Company maintains adequate internal control systems that provide, among other
things, reasonable assurance of recording the transactions of its operations in all
material respects and of providing protection against significant misuse or loss of
Company assets.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as
per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No Complaint has been received during
the year ended 31st March, 2025 in this regard.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors meet Six times during the financial year 2024-25 on, 30th
May 2024, 14th August 2024,
27th August 2024, 30th October 2024, 14th November,
2024, 14th February 2025. Frequency and quorum at these meetings were in
conformity with the provisions of the Companies Act, 2013 .The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013.
In compliance of section 149 of the Companies Act, 2013 and the provisions of Listing
Regulation , a separate meeting of Independent Director was held on 26th
Feburary,2025. All Three independent directors were present in the Meeting.
The names and categories of the Directors on the Board, their attendance at Board
meetings during the year and at last Annual General Meeting, as also the number of
Directorships and Committee memberships held by them in other Companies are shown as
under:-
| Name of Director |
Category |
No. of Meetings Held |
No. of Meetings Attended |
Whether Attended last AGM |
No. Of Outside Directorships of Pubic Companies |
No. Of Committee Membership |
No. Of Committee Chairmanships |
| Mr.Rajiv Baid |
Executive Director |
6 |
6 |
YES |
- |
2 |
- |
| Mr.Varun Baid |
Executive Director |
6 |
6 |
YES |
|
|
|
| Mr. Prashant Singh Vohra |
Non-executive Non-Independent Director |
6 |
6 |
YES |
|
1 |
|
| Mrs. Tiyana Sacheti (upto 19.09.2024) |
Non-executive Independent Director |
3 |
3 |
NO |
|
1 |
1 |
| Mr. Kamal Kumar Bordia (upto 19.09.2024) |
Non-executive Independent Director |
3 |
3 |
YES |
- |
2 |
1 |
| Mr. Adarsh Singhania (upto 19.09.2024) |
Non-executive Independent Director |
3 |
3 |
YES |
|
3 |
1 |
| Mr. Nikhil Bhandari |
Independent Director |
6 |
6 |
YES |
- |
3 |
1 |
| Mr. Vinod Sacheti (wef. 30.10.2024) |
Independent Director |
3 |
3 |
NO |
- |
2 |
1 |
| Mrs. Archana Sharma (wef. 30.10.2024) |
Independent Director |
3 |
3 |
NO |
- |
2 |
1 |
COMMITTEES OF THE BOARD
Currently, the Board has three committees: the Audit Committee, Nomination and
Remuneration Committee & Stakeholders Relationship Committee.
The composition of the committees and compliances, as per the applicable provisions of
the Act and Rules, are as follows:
| Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and activities |
| Audit |
Mr. Nikhil Bhandari, |
• All recommendations made by the audit committee during the year
were accepted by the Board. |
| Committee |
Chairman (w.e.f. 30.10.2024) Mr. Rajiv Baid |
• The Company has adopted the Whistle Blower Mechanism for
Directors and employees to report concerns about un-ethical behavior, actual or suspected
fraud, or violation of the Company's Code of Conduct and Ethics. |
|
Mrs. Archana Sharma (w.e.f.. 30.10.2024) |
• In accordance with the requirements of the, the Company has
formulated policies on related party transactions. |
|
Mr. Kamal Kumar Bordia, Chairman (upto-19.09.2024) Mr. Adarsh Singhania
(upto-19.09.2024) |
• The policies, including the Whistle Blower Policy, are available
on our website - www.polyconltd.com |
| Nomination and Remuneration |
Mrs. Archana Sharma, Chairperson |
• The Committee oversees and administers executive compensation,
operating under a written policy adopted by our Board of Directors |
| Committee |
(w.e.f.. 30.10.2024) Mr. Vinod Sacheti (w.e.f..30.10.2024) Mr. Nikhil
Bhandari (w.e.f..30.10.2024) |
• The Committee has designed and continuously reviews the
nomination and remuneration policy for our Directors and Senior Executives to align both
short-term and long-term remuneration with business objectives and to link remuneration
with the achievement of measurable performance goals. |
|
Mrs.Tiyana Sacheti Chairperson (upto-19.09.2024) Mr. Adarsh Singhania
(upto-19.09.2024) Mr.Kamal Kumar Bordia (upto-19.09.2024) |
|
| Stakeholders |
Mr. Vinod Sacheti, |
• The Committee reviews and ensures redressal of investor
grievances. |
| Relationship Committee |
Chairman (w.e.f..30.10.2024) Mr.Rajiv Baid Mr. Nikhil Bhandari
(w.e.f..30.10.2024) Mr. Adarsh Singhania (upto-19.09.2024) Mr. Prashant S.Vohra
(upto-29.10.2024) |
• The Committee noted that all the grievances of the investors have
been resolved during the year. |
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
Annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit Committee and Nomination & Remuneration
Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of the financial condition and results of
operations of the Company for the year under review as required under SEBI (Listing
Obligation and Disclosure Requirements) Regulations is given as Annexure-IV forming part
of this Annual Report.
RISK MANAGEMENT
The Company has framed and implemented a Risk Management Policy to identify the various
business risks. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Company's competitive advantage. The risk
management policy defines the risk management approach across the enterprise at various
levels including documentation and reporting.
CORPORATE GOVERNANCE
Pursuant to regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Compliance of Corporate Governance is not mandatory for Companies
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.
As such our Company falls in the ambit of aforesaid exemption; consequently, Corporate
Governance Report does not forms part of the Annual Report for the Financial Year 2024-25.
However, the Company is following industry's best Corporate Governance Standards.
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
No loans, guarantee or Investments made by the company under Section 186 of the
Companies Act, 2013 during the year.
MATERIAL CHANGES AND COMMITMENTS
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.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
SHARE CAPITAL
During the year under review, there was no change in share capital in the Company.
HUMAN RESOURCES DEVELOPMENT/TRAINING
The Company has set a new goal to be one of the most innovative, best performing and
trusted company. The Company has also defined a new set of expectations to realize this
goal-courage, Accountability, Development and Teamwork. The new expectations alongside the
values will be the foundation of the culture it wants to establish.
Company believes that Employees are its main strength. Accordingly, your Company places
people in the heart of its business strategy. Company is attracting and retaining the best
people, creating a culture and environment where people are able to deliver their best and
they are recognized and encouraged.
The Company continuously works to nurture this environment to keep its employees highly
motivated, result oriented and adaptable to changing business environment. Our company's
value proposition is based on providing value to our customer, through innovation and by
consistently improving efficiency at all levels.
The Company upholds the culture of trust and mutual respect in all its employees'
relations endeavors. The company has ensured that there is sustained communication and
engagement with workforce through various forums. Company's human resources are mobilized
to strengthen the company internally and to face future challenges. Our company is
providing a “state of art” working environment to the employees with a view to
optimize their performance.
EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS
As on 31st March, 2025, the Company employed a total of 87 employees of
which 12 were Officers and 75 belongs to non-executive cadre.
The Company believes in building teams across the business and functions with the aim
to share knowledge and experience. Cross functional teams work with clear objectives to
solve the issues and create value for the company. The company fosters open dialogue among
the employees with the brief that the people, who communicate continuously and openly,
build trust and mutual respect.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company as at March 31,2025 consists of Six Directors, out of which
Three are Independent Directors, one is Non-executive Non -Independent Director and two
are Whole-time Directors.
As at the end of FY 2025, Rajiv Baid -Chairman & Managing Director , Varun
Baid-Executive Director, Gajanand Gupta - Chief Financial Officer & Company Secretary
are the KMP as per the provisions of the Act and rules made there under.
In terms of provisions of the Companies Act, 2013 and the articles of association of
the company, Mr. Varun Baid retires by rotation at the ensuing Annual General Meeting and
being eligible offer himself for re- appointment.
Mr. Kamal Kumar Bordia, Mr. Adarsh Singhania and Mrs. Tiyana Sacheti, Independent
directors of the Company were ceased to be Directors on 19.09.2024 due to completion of
consecutive second term of 5 years as an Independent director.
Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015,
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India, the
required information about the director proposed to be appointed/re-appointed are given in
Notes to the Notice.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration that they meet the criteria of
independence as laid down under section 149 of the Act and Regulation 16 of Listing
Regulations which have been relied upon by the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for
directors and employees to report concerns about unethical behaviour, actual or suspected
fraud or violation of the Company's Code of Conduct or policy.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on
arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act. There are no material significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons and their relatives which may have a potential conflict with the
interest of the Company at large. Particulars of contracts or arrangements with related
parties referred to Section 188(1) of the Act, in the prescribed form AOC-2 is annexed
herewith as Annexure II.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under section 134(3)(c) of the Companies Act, 2013 and in
respect of the annual accounts for the period under review your Directors hereby confirm
that :-
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and no material departures have been made from the same;
(b) Directors of the company selected such accounting policies and applied them
consistently and made judgment 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 and the Profit & Loss Account for the period under review;
(c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts 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.
(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;
General Disclosures
Your Directors state that no disclosure or reporting is required in respect of the
details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code,2016(31 of 2016) during the year along with their status as at the end of the
financial year , as there were no transactions on the said items during the year under
review.
LISTING OF SECURITIES
At present the equity shares of the Company are listed with the BSE Limited and the
Listing fee for the year 2024-25 has been duly paid. Scrip Code of the Company is 531397.
DEPOSITORY SYSTEM
The Company has established the required connectivity with both the NSDL & CDSL
through its Registrar and Share Transfer Agent MUFG Intime India Pvt. Ltd., Delhi for both
physical and Demat Segments. The ISIN No. allotted to the Company is INE262C01014.
Equity Shares of the Company can be held in electronic form with any depository
participant (DP) with whom the members/ Investors have their depository account.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of the Directors, the senior management and
their remuneration.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached
as Annexure-III
ACKNOWLEDGEMENT
Your Directors would like to take on record its appreciation for the co-operation and
support extended by the Company's Bankers, Financial Institutions, its Employees,
Shareholders, Business Associates and all other stakeholders.
| Place |
: Jaipur |
RAJIV BAID |
| Date |
: 30.05.2025 |
CHAIRMAN & MANAGING DIRECTOR |
