To the Members of TPL Plastech Limited
Your Directors are pleased to present the 32nd Annual Report of TPL
Plastech Limited ("Company") along with the Audited Financial Statements for the
financial year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
Your Company's financial performance for the year ended 31st March,
2025 is summarized below:
(' in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2025 |
2024 |
2025 |
2024 |
| Revenue from Operations |
34,933.51 |
31,290.58 |
34,933.51 |
31,290.58 |
| Profit before Interest, Depreciation &
Tax |
4,065.22 |
3,653.98 |
4,064.72 |
3,653.94 |
| Interest & Finance Cost |
503.75 |
544.11 |
503.75 |
544.11 |
| Depreciation |
548.92 |
561.95 |
548.92 |
561.95 |
| Profit Before Tax |
3,012.55 |
2,547.92 |
3,012.05 |
2,547.88 |
| Tax Expenses |
652.76 |
563.09 |
652.76 |
563.09 |
| Profit After Tax |
2,359.79 |
1,984.83 |
2,359.29 |
1,984.79 |
PERFORMANCE
CONSOLIDATED
Net Revenue from operations for the consolidated entity increased to '
34,933.51 Lakhs as against ' 31,290.58 Lakhs in the previous year higher by 11.64 %. The
Net Profit stood at ' 2359.29 Lakhs as compared to the previous year ' 1,984.79 Lakhs,
higher by 18.87 %.
STANDALONE
Net Revenue from operations for the standalone entity increased to '
34,933.51 Lakhs as against ' 31,290.58 Lakhs in the previous year higher by 11.64 %. The
Net Profit stood at ' 2,359.79 Lakhs as compared to the previous year ' 1,984.83 Lakhs,
higher by 18.89 %.
DIVIDEND
Your directors at their meeting held on May 23, 2025 have recommended
payment of final dividend of ' 1 (Rupee One only) per equity share (50%) having face value
of ' 2 each, for the year ended 31st March, 2025. The dividend is subject to the approval
of members at the ensuing Thirty Second Annual General Meeting (AGM) of your Company,
scheduled on 09th September, 2025. The dividend, if approved by the Members at the AGM,
will result in cash outflow of ' 780.03 Lakhs (previous year ' 624.02 Lakhs)
TRANSFER TO RESERVES
Your Directors have decided to transfer ' 234.98 Lakhs to General
Reserve as at 31st March, 2025.
SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March, 2025
is ' 15,60,06,000 (Rupees Fifteen Crores Sixty Lakhs and Six Thousand only) comprising of
7,80,03,000 (Seven Crore Eighty Lakh and Three Thousand) Equity Shares of ' 2 each.
At its meeting held on December 27, 2024, the Nomination and
Remuneration Committee approved the grant of 800,000 (Eight Lakhs) stock options to
eligible employees under the 'TPL Plastech Limited - Employee Stock Option Plan 2024'
("TPL Plastech - ESOP 2024"), at an exercise price of ' 80 (Rupees Eighty) per
option.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Act:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any.
b) that 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 and of the profit of the Company for that period.
c) that the Directors 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) that the Directors have prepared the annual accounts on a going
concern basis.
e) that the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively.
f) that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As of March 31, 2025, your Company has one wholly owned subsidiary,
Prokube Containers Private Limited. The Company does not have any Associate or Joint
Venture Companies, nor does it have any material subsidiaries. Prokube Containers Private
Limited, established to expand the Company's business offerings, has not yet commenced
operations. This delay is due to the Company awaiting favorable market conditions and
strategic timing to initiate its operations. The management is actively monitoring market
trends and will launch the subsidiary's operations when the appropriate conditions arise,
ensuring optimal value creation while mitigating risks.
In line with the requirements of Regulation 16(1)(c) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), the Company has a policy on identification of material subsidiaries, which
is available on the Company's website at
http://www.tplplastech.in/corporate-policies.html.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and the SEBI
Listing Regulations, the Company has formulated a Policy on Related Party Transactions.
The Policy can be accessed on the Company's website at www.tplplastech.in.
During the financial year 2024-25, all transactions with Related
Parties were conducted in the ordinary course of business and on an arm's length basis.
These Related Party Transactions were placed before the Audit Committee for omnibus
approval at the beginning of the year. The details of all Related Party Transactions
undertaken during the quarter were presented to the Audit Committee on a quarterly basis
for its review.
During the financial year 2024-25, the material Related Party
Transactions pursuant to the provisions of Regulation 23 of the Listing Regulations were
duly approved by the Members through Postal Ballot on 16th March, 2024.
Accordingly, the disclosure of related party transactions as required
under section 134(3)(h) of the Companies Act, 2013 are disclosed in Form AOC-2, appended
as 'Annexure - A' and forms part of this Annual Report.
Details of related party transactions entered into by the Company, in
terms of Ind AS-24 have been disclosed in the notes to the standalone and consolidated
financial statements forming part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on March 31, 2025, your Company has six (6) Directors with an
optimum combination of Executive (CEO), Non-Executive Directors and Independent Directors,
one of them being a woman director.
The Board of Directors of the Company provide entrepreneurial
leadership and plays a crucial role in providing strategic supervision, overseeing the
management performance and long-term success of the Company while ensuring sustainable
shareholder value. Driven by its guiding principles of Corporate Governance, the Board's
actions endeavor to work in the best interest of the Company. The Directors hold a
fiduciary position, exercises independent judgment and play a vital role in the oversight
of the Company's affairs. Our Board represents a tapestry of complementary skills,
attributes, perspectives and includes individuals with financial experience and a diverse
background.
The details of Board and Committee composition, tenure of directors,
and other details are available in the Corporate Governance Report, which forms part of
this Integrated Annual Report.
Director retiring by rotation:
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of the Company, Mrs. Monika Srivastava
(DIN: 02055547) is liable to retire by rotation at the ensuing AGM and, being eligible,
has offered herself for reappointment. The Directors recommend the same for approval by
the Members.
The brief profile and details of the Director proposed for
re-appointment, as required under the Listing Regulations, are provided in the Notice of
Thirty-Second Annual General Meeting of the Company.
Directors and Key Managerial Personnel who were
appointed/re-appointed or have resigned during the Financial Year 2024-25:
1. Mr. Mahinder Kumar Wadhwa completed his tenure as an Independent
Director on 28th September, 2024, after serving two consecutive terms of five years each.
Following approval from the members on 24th September, 2024, he was re-appointed as a
NonExecutive, Non-Independent Director of the Company w.e.f. 29th September, 2024.
2. Mr. Sanjaya Kulkarni completed his tenure as an Independent Director
on 28th September, 2024, after serving two consecutive terms of five years each. Following
approval from the members on 24th September, 2024, he was re-appointed as a Non-Executive,
NonIndependent Director of the Company w.e.f. 29th September, 2024.
3. Mr. Akshay Chandan resigned from the post of Chief Executive Officer
(CEO) and Key Managerial Personnel of the Company effective from the closing hour of 09th
February, 2025 due to the attainment of retirement age.
4. Mr. Jayesh Ashar was appointed as Chief Executive Officer (CEO) and
Key Managerial Personnel of the Company effective from 10th February, 2025 for a period of
3 (three) years.
Apart from the aforesaid changes there are no changes in Directors and
Key Managerial Personnel of the Company.
During the Financial Year, none of the Directors and Key Managerial
Personnel of the Company had any material pecuniary relationship or transactions with the
Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of independence from all the
Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria
of independence, which has been duly assessed by the Board as part of their annual
performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing
Regulations, Independent Directors have also confirmed that they are not aware of any
circumstances or situations, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence.
The Independent Directors have confirmed that they have complied with
the Code for Independent Directors prescribed in Schedule IV to the Act. Further, during
the financial year ended 31st March, 2025, there has been no change in the circumstances
affecting their status as Independent Directors of the Company.
FAMILIARISATION PROGRAM
Familiarization Programmes are conducted for Independent Directors to
enable them to understand their roles, rights and responsibilities. Regular presentations
are incorporated in the agenda of Board and Committee Meetings, covering various aspects
such as the Company's businesses, industry updates, regulatory frameworks, financial
strategies, and risk management protocols. These sessions also delve into the specific
roles and responsibilities of Independent Directors under different statutes, providing
them with a holistic understanding of their obligations. The Company has taken proactive
steps to ensure that Independent Directors are well-versed with the organization through a
comprehensive Familiarization Programme. Upon their appointment, Directors receive a
detailed letter outlining their roles, functions, and responsibilities, along with
explanations of compliance requirements under relevant Acts and statutes, followed by an
affirmation of understanding.
The details of familiarization programs for Directors of the Company
are mentioned on your Company's website at www.tplplastech.in.
ANNUAL COMPLIANCE AFFIRMATION
Pursuant to the requirements of Regulation 26(3) of the SEBI Listing
Regulations, all members of the Board of Directors and Senior Management Personnel have
affirmed compliance with the code of conduct for the Board of Directors and Senior
Management Personnel.
NOMINATION AND REMUNERATION POLICY
The Board has framed and adopted a Nomination and Remuneration Policy
("NRC Policy") in terms of Section 178 of the Act and Part D of Schedule II of
the Listing Regulations. The NRC Policy, inter-alia, lays down the principles relating to
appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel
and Senior Management employees and other matters as provided under Section 178 of the Act
and SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms
laid out in the NRC Policy of the Company. The above policy along with the criteria for
selection is available on the Company's website at www.tplplastech.in
The Company has formulated the Nomination and Remuneration Policy to
provide guidance on :
a) Selection and nomination of Directors to the Board of the Company;
b) Appointment of the Senior Managerial Personnel of the Company and
c) Remuneration of Directors, Key Managerial Personnel
("KMP") and other employees of the Company.
PERFORMANCE EVALUATION
Pursuant to the provisions of Regulation 17(10) of the SEBI Listing
Regulations and the provisions of the Act, Board Evaluation for the Financial Year ended
March 31, 2025, has been completed by the Company, which involved the following:-
1) Evaluation of Independent Directors, in their absence, by the entire
Board, based on their performance and fulfillment of the independence criteria prescribed
under the Act and SEBI Listing Regulations, including their independence from the
Company's Management; and
2) Evaluation of the Board of Directors, its Committees and individual
Directors, including the role of the Board Chairman.
The evaluation was undertaken after considering the evaluation forms
received from Non-Executive Directors, including Independent Directors of the Company
reflecting their views on performance on the basis of various aspects such adequate
composition of the Board and Committees, Directors' presence and contribution in the
meetings, leadership qualities, performance of duties and obligations, governance and
compliances, etc. The Nomination and Remuneration Committee and the Board have also
monitored and reviewed the evaluation framework. The manner in which the performance
evaluation has been carried out has been given in detail in the Corporate Governance
Report, annexed to this Report.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met five (5) times during the
previous financial year on 22nd May, 2024, 09th August, 2024, 08th November, 2024, 27th
December, 2024 and 10th February, 2025. The particulars of attendance of the Directors at
the said meetings are detailed in the Corporate Governance Report of the Company, which
forms a part of this Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
BOARD COMMITTEES
As on March 31, 2025, and In terms of the requirements of the SEBI
Listing Regulations, the Board has constituted the following committees:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination & Remuneration Committee
4. Corporate Social Responsibility Committee.
Details of each of these committees outlining their composition, terms
of reference and meetings held during FY 2024-25, are outlined in the Corporate Governance
Report forming part of this Report.
During FY 2024-25, recommendations made by the Committees to the Board
of Directors were accepted by the Board, after due deliberations.
AUDITORS
STATUTORY AUDITOR
Members of the Company at the AGM held on 28th September, 2022,
approved the appointment of M/s. Raman S. Shah & Associates, Chartered Accountants,
Mumbai (Firm Registration No. 119891W), as the Statutory Auditor of the Company for the
period of five years to hold office from the conclusion of the 29th Annual General Meeting
till the conclusion of 34th Annual General Meeting of the Company.
The reports issued by the Statutory Auditor on the standalone and
consolidated financial statements of the Company for the year ended March 31, 2025 do not
contain any qualification, observation or comment or remark(s) which have an adverse
effect on the functioning of the Company and therefore, do not call for any comments from
Directors. Further, the Statutory Auditor has not reported any fraud as specified under
Section 143(12) of the Act.
SECRETARIAL AUDITOR
In accordance with the SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024, notified on December 12, 2024, the
appointment of Secretarial Auditors is now required to be made by the Members of the
Company, based on the recommendation of the Board of Directors, for a term of up to five
(5) consecutive years.
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR)
Regulations and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings held on 23rd May, 2025 have
approved and recommended for approval of Members, appointment of M/s. Dash Dwivedi &
Associates LLP (LLPIN: ACM-9451) to conduct the Secretarial Audit of the Company for a
first term of 5 (Five) consecutive years, to hold office from financial year 2025-26 till
financial year 2029-30. Accordingly, a Resolution seeking Members' approval is in the
notice convening the Annual General Meeting.
A detailed proposal for appointment of Secretarial auditor forms part
of the Notice convening this AGM.
The Secretarial Audit Report for the financial year ended 31st March,
2025, pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
herewith as "Annexure - B". The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks.
The Annual Secretarial Compliance Report issued by the Secretarial
Auditor in terms of Regulation 24A of Listing Regulations, was submitted to the stock
exchanges within the statutory timelines and is available on the Company's website at
www.tplplastech.in.
ANNUAL RETURN
The Annual Return of the Company for the financial year ended 31st
March, 2025 in form MGT 7 as required under Sec. 92(3) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and Administration) Amendment rules, 2020, is
available on the Company's website and can be accessed at www.tplplastech.in.
AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of the Companies Act, 2013,
along with rules made thereunder and Regulation 18 of the SEBI Listing Regulations, 2015,
the Company has constituted the Audit Committee.
As on 31st March 2025, the composition of the Audit Committee is as
under:
1) Mr. Deepak Bakhshi, Chairman and Non-Executive Independent Director
2) Mr. Surya Pratap Gupta, Member and Non-Executive Independent
Director
3) Mr. Mangesh Sarfare, Member and Non-Executive Non-Independent
Director
During the year, the composition of the Audit Committee was revised
following the completion of two terms of five years each by Mr. Sanjaya Kulkarni and Mr.
M.K. Wadhwa as Independent Directors on 28th September, 2024. In accordance with
Regulation 18 of the SEBI Listing Regulations, which mandates that at least two-thirds of
the Audit Committee members must be Independent Directors, the committee was reconstituted
to ensure continued compliance after their departure.
The Chairperson of the Audit Committee attended the 31st Annual General
Meeting.
Furthermore, all recommendations put forth by the Audit Committee
during FY 2024-25 were thoroughly discussed and accepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that Corporate Social Responsibility is an
integral part of its business. It seeks to operate its business in a sustainable manner
which would benefit the Society at large in alignment with the interest of its
stakeholders. In line with Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR
Committee and adopted a CSR Policy based on the recommendation of the CSR Committee. The
CSR Policy of the Company is available on the Company website at www.tplplastech.in.
The CSR committee of the Company inter alia gives strategic directions
to the CSR initiatives, formulates and reviews annual CSR plan(s) and programmes,
formulates annual budget for the CSR programmes and monitors the progress on various CSR
activities.
The CSR projects of the Company are mainly focused on promotion of
healthcare, food to under privileged, education etc.
CSR Report detailing the activities undertaken by the Company during
the year is annexed to this Report as 'Annexure - C'
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as 'Annexure - D' and
forms part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During FY 2024-25, the Company has complied with the applicable
provisions of the Secretarial Standards (SS-1 and SS-2) relating to 'Meetings of the Board
of Directors' and 'General Meetings' issued by the Institute of Company Secretaries of
India and notified by Ministry of Corporate Affairs in terms of the provisions of Section
118 of the Act.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as 'Annexure
- E'.
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this
report. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are
being sent to the Members and others entitled thereto, excluding the aforesaid information
which is available for inspection by the Members at the Corporate Office of the Company
during business hours on working days of the Company and any member interested in
obtaining such information may write to the Company Secretary and the same will be
furnished on request.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
The particulars of loans, guarantees and investments covered under the
provisions of Section 186 of the Act have been disclosed in the Financial Statement
forming part of Annual Report.
PUBLIC DEPOSITS
The Company did not accept any deposits from the public under Section
73 and 76 of the Companies Act, 2013 and rules made thereunder during the Financial Year
ended 31st March, 2025, including from public and, as such, no amount of principle or
interest was outstanding as on the Balance Sheet closure date. Hence, reporting of any
non-compliance with the requirement of the Chapter V of the Act "Acceptance of
Deposits by the Companies" is not applicable on the Company. There were no unclaimed
or unpaid deposits outstanding with the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A review of the performance and future outlook of the Company and its
businesses, as well as the state of the affairs of the business, along with the financial
and operational developments have been discussed in detail in the Management Discussion
and Analysis Report, which forms part of this Annual Report.
CORPORATE GOVERNANCE
The Corporate Governance practice of your Company is a true reflection
of the values and morale of the Company. Your Company is committed to implementing the
best practices of Corporate Governance and to managing the affairs of the company with
integrity, transparency and accountability as the driving force.
Your Company is committed to maintaining the highest standards of
Corporate Governance practices. The Corporate Governance Report, as stipulated by SEBI
Listing Regulations, forms part of the Annual Report along with the required certificate
from the Auditors of the Company regarding compliance of the conditions of Corporate
Governance as stipulated in Para C of Schedule V of the Listing Regulations, 2015, are
enclosed as a separate section and forms part of this Report.
A declaration signed by the CFO/CEO in regard to compliance with the
Code of Conduct by the members of the Board and Senior Management Personnel also forms
part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER'S POLICY
In accordance with the provisions of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has implemented a Vigil Mechanism and Whistle-Blower Policy, as approved
by the Audit Committee. This policy provides a structured framework for Directors and
employees to confidentially report concerns regarding unethical conduct, actual or
suspected fraud, or violations of the Company's Code of Conduct or Ethics Policy.
The Company is committed to maintaining the highest standards of
integrity and has a zero-tolerance approach towards unethical behavior. The Audit
Committee oversees the effective functioning of this mechanism. Employees and Directors
can make protected disclosures or raise concerns through multiple accessible channels,
ensuring their identity and interests are safeguarded. The Vigil Mechanism/Whistle-Blower
Policy is available on the Company's website at www.tplplastech.in.
During the year, no individual was denied access to the Chairman of the
Audit Committee and no complaints were received under this policy.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual
Harassment Act"), the Company has formulated a Policy on Prevention of Sexual
Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at
workplace and Internal Complaints Committees ("ICC") have also been set up to
redress any such complaints received. The Company is committed to providing a safe and
conducive work environment to all of its employees and associates.
The Company has zero tolerance on sexual harassment at the workplace.
The employees are required to undergo periodic training on the Prevention of Sexual
Harassment Act to sensitize themselves and deepen their awareness. The Company has
constituted ICCs across all relevant locations of the Company in India to consider and
resolve sexual harassment complaints reported pursuant to the provisions of the Prevention
of Sexual Harassment Act. The role of ICCs is not restricted to mere redressal of
complaints but also encompasses prevention and prohibition of sexual harassment.
During the year, the Company did not receive any complaints pertaining
to sexual harassment, and accordingly, no complaints were required to be disposed off.
Further, there were no cases pending for more than 90 days during the year.
DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961
The Company confirms its compliance with the provisions of the
Maternity Benefit Act, 1961 and the rules made thereunder. All applicable benefits,
including paid maternity leave, nursing breaks, and other entitlements under the Act, are
duly extended to eligible women employees. The Company remains committed to fostering a
supportive and inclusive workplace in accordance with the statutory requirements and best
practices.
RISK MANAGEMENT POLICY
Risk Management is integral to our strategy and embedded in our
operating framework. The Company believes that risk resilience is the key to achieving
long-term sustainable growth and value creation. The Company has adopted a robust
enterprise-wide Risk Management Framework to enable a well-defined and institutionalized
approach towards risk management and lay down broad guidelines for timely identification,
assessment, mitigation, monitoring and governance of key strategic risks across the group.
The framework suggests developing response action for each key risk
identified, so as to ensure that the risk is adequately addressed or mitigated through
robust management action plan. The Company periodically reviews and improves the adequacy
and effectiveness of its Risk Management Framework considering the rapidly changing
business environment and evolving complexities.
The Audit Committee has been entrusted with the responsibility to
assist the Board in approving the Company's Risk Management Framework and Overseeing all
the risks that the organization faces such as strategic, financial, liquidity, security,
regulatory, legal,
reputational and other risks that have been identified and assessed to
ensure that there is a sound Risk Management Policy in place to address such
concerns/risks. The Risk Management process covers risk identification, assessment,
analysis and mitigation. Incorporating sustainability in the process also helps to align
potential exposures with the risk appetite and highlight risks associated with chosen
strategies.
The Audit Committee has additional oversight in the area of financial
risks and controls. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuing basis.
CREDIT RATING
During the year, the Company's banking facilities were rated by CRISIL,
a leading credit rating agency. CRISIL assigned an A+/Stable rating, reflecting the
Company's strong credit profile, healthy liquidity position, robust corporate governance
practices, financial flexibility, and prudent financial policies.
CYBER SECURITY
In the endeavour to maintain a robust cyber security posture, your
Company has remained abreast of emerging cyber security, so as to achieve higher
compliance and continuity.
LISTING
The Equity Shares of the Company are listed on the National Stock
Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide
trading terminals. Annual listing fee for the Financial Year 2025- 26 has been paid to the
both the Stock Exchanges.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
a) Transfer of unclaimed dividend to IEPF
As required under Section 124 of the Act, the Unclaimed Dividend amount
aggregating to ' 10,28,415 lying with the Company for a period of seven years were
transferred during the year 2024-25, to the Investor Education and Protection Fund (IEPF)
established by the Central Government.
b) Transfer of shares to IEPF
As required under Section 124 of the Act, 1,17,725 equity shares, in
respect of which dividend has not been claimed by the members for seven consecutive years
or more, have been transferred by the Company to the Investor Education and Protection
Fund Authority (IEPF) during the Financial Year 2024-25. Details of shares transferred to
IEPF have been uploaded on the Website of IEPF as well as the Company.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
& THE DATE OF REPORT
There have been no material changes or commitments, if any, affecting
the financial position of the Company which occurred between the end of the Financial Year
of the Company to which the Financial Statements relate and the date of this Report. Other
than as disclosed in the Financial Statement, the Directors of your Company are not aware
of any other matters or circumstances that have arisen since the end of the Financial Year
which have significantly affected or may significantly affect the operations of the
Company.
INTERNAL AUDIT
Pursuant to Section 138 of the Act, the Board of Directors, upon
recommendation of the Audit Committee, has appointed M/s. AMPAC & Associates,
Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.
The Audit Committee periodically reviews and implements the recommendations of Internal
Auditors.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has effective internal control and risk- mitigation
measures, which are constantly assessed and strengthened with new/revised standard
operating procedures. The Company's internal control system is commensurate with the size,
scale and complexity of its operations. The main thrust of an internal audit is to test
and review controls, appraisal of risks and business processes, besides benchmark controls
with best practices in the industry. The Audit Committee of the Company actively reviews
the adequacy and effectiveness of the internal control systems and suggests improvements
to strengthen them. The Audit Committee, Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and corrective actions taken.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S
OPERATIONS IN FUTURE
During the year under review, there have not been any significant and
material orders passed by the Regulators/Courts/Tribunals which will impact the going
concern status and operations of the Company in future.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of its business. The Company considers people as its
biggest assets and hence has put in concerted efforts in talent management and succession
planning practices, strong performance management and learning, coupled with training
initiatives to ensure that it consistently develops inspiring, strong and credible
leadership. Apart from continued investment in skill and leadership development of its
people, the Company has also focused on employee engagement initiatives and drives aimed
at increasing the culture of innovation and collaboration across all strata of the
workforce.
The relations with the employees of the Company have continued to
remain cordial.
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to upholding standards in health, safety,
security, human rights, environmental protection, product quality, and processes across
all business operations, services, and expansion activities. The Company's policy requires
conduct of operations in such a manner so as to ensure safety of all concerned,
compliances of environmental regulations and preservation of natural resources and the
adoption of safe and environmentally friendly production processes.
COST RECORDS
The Cost accounts and records as required to be maintained under
Section 148 (1) of Act are duly made and maintained by the Company.
OTHER DISCLOSURES
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b. No significant or material orders were passed by any regulator or
Court or Tribunal which impacts the going concern status and Company's operations in
future.
c. Details in respect of frauds reported by auditors under sub-section
(12) of Section 143 other than those which are reportable to the Central Government.
d. 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.
e. There was no revision of financial statements and Board's Report of
the Company during the year under review;
f. 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.
EMPLOYEES STOCK OPTION PLAN
During the year under review, the Company introduced the TPL Plastech
Limited - Employee Stock Option Plan 2024 (TPL Plastech - ESOP 2024 or "the
Scheme") following the approval of shareholders at the Annual General Meeting held on
24th September, 2024. The Scheme has been designed to benefit employees of the Company as
well as those of its holding and subsidiary companies. Its core objective is to attract
and retain talented individuals, motivate employees through meaningful incentives and
rewards, drive sustained growth, and enhance shareholder value by aligning employee goals
with long-term wealth creation. Additionally, by offering stock options, the Scheme aims
to instill a sense of ownership and engagement among employees across the organization.
The details in respect of ESOPs as required under Companies Act, 2013
and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 is available on the website of the company at www.tplplastech.in.
Further the certificate from the Secretarial Auditors of the Company
certifying that the Company's Stock Option Plan is being implemented in accordance with
Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations is
placed on website of the company at www.tplplastech.in.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and
Analysis Report describing the Company's objectives, projections, estimates, expectations
or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from
those expressed or implied.
ACKNOWLEDGEMENTS
The Board wishes to place on record its gratitude for the assistance
and co-operation received from Banks, Government Authorities, Customers, Vendors and all
its shareholders for the trust and confidence reposed in the Company. The Board further
wishes to record its sincere appreciation for the significant contributions made by
employees at all levels for their commitment, dedication and contribution towards the
operations of the Company.
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For and on behalf of the Board |
|
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For TPL Plastech Limited |
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Mahinder Kumar Wadhwa |
Mangesh Sarfare |
| Place: Mumbai |
Chairman |
Director |
| Date: August 08, 2025 |
DIN:00064148 |
DIN:07793543 |
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