Dear Members Sati Poly Plast Limited
Your Directors have pleasure in presenting this Twenty Sixth (26th)
Annual Report on the affairs of the Company together with the Audited Statement of
Accounts for the year ended on 31st March, 2025.
1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:
(Amount in Rs. In Lakhs)
PARTICULARS |
YEAR ENDED |
YEAR ENDED |
|
31.03.2025 |
31.03.2024 |
Revenue from Operations (Net) |
30,185.59 |
17,935.48 |
Other Income |
4.72 |
5.50 |
Total Revenue |
30,190.31 |
17,940.98 |
Less: Expenses |
29,052.35 |
17,522.77 |
Profit before exceptional and
extraordinary items and tax |
1,137.96 |
418.21 |
Less: Exceptional Items |
2,541.23 |
39.18 |
Profit before extraordinary
items and tax |
(1,403.27) |
379.03 |
Less: Extraordinary Items |
- |
- |
Profit before Taxation |
(1,403.27) |
379.03 |
Less : Provision for Taxation |
- |
|
Current Tax |
- |
116.00 |
Deferred T ax |
(352.60) |
(19.43) |
Add/ (Less): MAT credit w/o/
(taken) |
|
|
Less: Income Tax of earlier year |
4.79 |
|
Profit after Taxation |
(1,055.46) |
282.45 |
2. FINANCIAL ACCOUNTING
The Financial Statements of the Company for FY 2024-25 have been
prepared in compliance with the applicable provisions of the Companies Act, 2013 including
Indian Accounting Standards (Ind AS) and Guidance Note issued by the Institute of
Chartered Accountants of India.
3. BUSINESS OVERVIEW AND STATE OF AFFAIRS
The Company is engaged in the business of manufacturing of plastic
packaging materials.
There has been no change in the business of the Company during the
financial year ended 31st March, 2025. However, the company got listed during the year on
22nd July, 2024.
4. EXTRACT OF THE ANNUAL RETURN AND WEB LINK OF ANNUAL RETURN, IF
ANY
The Company is having a website i.e. www.satipolyplast.in . Draft of Annual Return of
the Company has been published on such website. Link of the same is given below: https://
satipolyplast.in/annual-returns/
5. DIVIDEND
The Board of Directors, after considering holistically the relevant
circumstances has decided that it would be prudent, not to recommend any Dividend for the
Financial Year 2024-25.
6. TRANSFER TO RESERVES
The Board does not proposed any amount to carry to any specific
reserve.
7. LISTING ON STOCK EXCHANGE
The Company's shares are listed on National Stock Exchange of
India Limited (NSE) EMERGE Platform on 22nd July, 2024. The ISIN No. of the
Company is INE0RPM01017.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
During the year under review, one major event took place. On
15.02.2025, a major fire accident happened at the corporate office of the company situated
at C-44, Phase-II, Distt. Gautam Budh Nagar, Noida- 201305 that initially hampered the
business of the Company. However, the Company met the requirements of its clients through
other plant and job work through one of its promoter group company i.e. M/s Osho Tradeflex
Private Limited. Apart from this, there has been no material changes and commitments, if
any, affecting the financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements relate and the date
of the report.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.
10. DETAILS OF SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES
As at the end of the financial year under review, the Company is having
no subsidiary, joint venture or associate of the Company and during the year, no company
has become or ceased to be the subsidiary, joint venture or associate of the Company.
11. SHARE CAPITAL
The Authorised Share Capital as on 31st March, 2025 is Rs.
5,05,00,000 and Paid up share capital as on 31st March, 2025 was Rs.
4,94,70,000.
Material Changes during the year:
On 18.07.2024 the Paid-up Share Capital of the Company was increased
from 3,61,20,000 to 4,94,70,000 by a way of allotment of equity shares through IPO and has
allotted 13,35,000 (Thirteen Lakhs Thirty Five Thousand) Equity shares of Rs. 10/- (Rupees
ten Only) each at a premium of Rs. 120/- per share.
12. STATUTORY AUDITOR & AUDIT REPORT
At the 25th AGM held on July 10th, 2024 the Members had
approved appointment of M/s Keyur Shah & Associates, Chartered Accountants (FRN-
333288W) as Statutory Auditors of the Company to hold office for a period of five years
commencing from the F.Y. 2024-2025 until the conclusion of financial period 2028-2029 at
such remuneration as may be fixed by the Board of Directors of the Company.
There are no qualifications or observations or remarks made by the
Auditors in their Report. However, the auditor put a disclaimer of opinion in the audit
report on the basis that a fire broke out at the Company's premises on 15th February,
2025, resulting in the destruction of significant accounting records, supporting
documents, Inventory and fixed assets. As a result, the auditor was unable to verify the
existence, valuation, and completeness of the fixed assets destroyed in the fire on
account of that we were unable to obtain sufficient and appropriate audit evidence
regarding the accounting treatment of the loss due to fire and any related insurance claim
receivable. The observations of the Auditor are self-explanatory and/or suitably explained
in various notes to the accounts and no further comments are required from the Board of
Directors of the Company.
13. BOARD'S COMMENT ON THE AUDITORS' REPORT
The auditor has given a disclaimer of opinion in the audit report on
the basis that a fire accident took place in office of the company on 15.02.2025 and
destruction of all books and records of the company. Observations of the Statutory
Auditors, when read together with the relevant notes to the accounts and accounting
policies are self-explanatory and do not call for any further comment.
14. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
There is a change in the board of directors or key managerial personnel
during the year under review i.e. the structure of the Board as on 31st March,
2025 is as follows:
r. No. |
Name |
DIN/PAN |
Date of Appointment |
Designation |
|
1 |
Balmukund
Jhunjhunwala |
02589799 |
14/07/1999 |
Managing Director |
2 |
Aditya
Jhunjhunwala |
02939258 |
16/02/2010 |
Director |
3 |
Keshav
Jhunjhunwala |
09806023 |
31/10/2023 |
Director |
4 |
Rashmi Kamlesh
Otavani (resigned on 17.01.2025) |
06976600 |
26/12/2023 |
Independent Director |
5 |
Abhishek Sehgal |
10280892 |
28/02/2024 |
Independent Director |
6 |
Aanchal Choudhary |
BBTPC5688P |
06/06/2024 |
CFO |
7 |
Akanksha Jain |
BABPJ4351B |
26/12/2023 |
Company Secretary |
8 |
Aditya
Jhunjhunwala |
02939258 |
26/12/2023 |
CEO |
|
|
9 |
unjan Agarwal |
08149990 |
17/01/2025 |
dditional
Independent |
|
|
|
|
Director |
15. DETAILS OF THE FRAUD REPORTED BY THE AUDITORS U/S 143(12) OTHER
THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, no instance of fraud has been reported by
the auditors u/s 143(12) of the Companies Act, 2013.
16. INDUSTRIAL RELATION
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels. The company recognizes the significance of
maintaining harmonious and constructive industrial relations, fostering a collaborative
environment that promotes the wellbeing and productivity of our workforce. We believe that
healthy relationships with our employees and their representatives are essential for the
long-term success and sustainable growth of the organization.
17. DEPOSITS
The Company has not invited/ accepted any deposits from the public
during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on
March 31, 2025.
18. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act and
rules and other applicable provisions framed thereunder, as amended, the said provision is
applicable to the Company. The Board of directors pursuant to Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, has appointed M/s. Dhirendra Tripathi & Associates, Practicing
Company Secretaries (C.P. No: 24927) as Secretarial Auditor of the Company to conduct the
Secretarial Audit as per the provisions of the said Act for the Financial Year 2024-25.
A Secretarial Audit Report for the Financial Year 2024-25 is annexed
herewith as Annexure-I in Form MR-3. There are no qualifications, reservations or
adverse remarks made by Secretarial Auditors in the Secretarial Audit Report for the
Financial Year ended March 31, 2025.
19. INTERNAL CONTROL SYSTEM
The Company has appropriate internal control systems for business
processes with regard to its operations, financial reporting and compliance with
applicable laws and regulations. The Company continues its efforts to align all its
processes and controls with best practices.
20. COMPLIANCE WITH SECRETARIAL STANDARD:
The Company has complied with the applicable Secretarial Standards (as
amended from time to time) on meetings of the Board of Directors issued by The Institute
of Company Secretaries of India and approved by Central Government under section 118(10)
of the Companies Act, 2013.
21. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Internal Financial Control System with reference to the financial
statements, is adequate and suitable according to the nature of business carried on by the
Company. The Company got listed on 22.07.2024 after which the requirement of appointment
of internal auditor got arise. The company was in the process
of appointment of internal auditor but then a major fire accident took
place in one of the plants of the company on 15.02.2025. During this hustle, internal
auditor was not appointed during F.Y. 2024-25.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required to be provided under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign exchange earnings and outgo are
under:
A. CONSERVATION OF ENERGY:
a. Information on Conservation of Energy as required to be disclosed in
terms of the aforesaid Rules is not given since the Company has not as such specifically
dealt in those areas. However, it has always been endeavor of the Company to reduce the
wastages due to unnecessary consumption of energy and save them for the future
consumption.
b. The Company has taken steps for utilizing the alternate source of
energy- Encouraging green plants in / outside the company premises to lower air
conditioning needs.
c. The information on capital investment on energy conservation is not
given since no such significant capital investment has been made during the period under
review.
B. TECHNOLOGY ABSORPTION:
Considering the nature of Business carried on by the Company,
information on Technology Absorption in terms of the aforesaid Rules required to be
disclosed is not given since the Company as such was not required to make any new Research
and Development and/or new Technology absorption, adaptation and innovation. However, your
Company is constantly active in harnessing and tapping the latest and best technology in
the industry.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There was export related activity during the financial year taken up by
the Company.
23. CORPORATE GOVERNANCE REPORT
As per regulation 15(2) of the Listing Regulation, the Compliance with
the Corporate Governance provisions shall not apply in respect of the following class of
the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs.
10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous
financial year;
b. Listed entity which has listed its specified securities on the SME
Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence
compliance with the provisions of Corporate Governance shall not apply to the Company and
it does not form the part of the Annual Report for the financial year 2024-25.
24. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on corporate social
responsibility.
25. NUMBER OF MEETING OF THE BOARD
During the year 2024-25, Board of Directors met 09 times i.e.
14.05.2024, 06.06.2024, 01.07.2024, 11.07.2024, 18.07.2024, 12.08.2024, 22.08.2024,
13.11.2024 and 17.01.2025. The maximum gap between any two Board Meetings was less than
one Hundred and Twenty days..
All the Board Meeting were duly attended by the Directors of the
Company at the scheduled date, time and venues. The names of members of the Board, their
attendance at the Board Meetings are as under:
Name of Directors |
umber of Board Meetings
Attended/Total eetings held during the F.Y. 2024-25 |
Balmukund Jhunjhunwala |
09/09 |
Aditya Jhunjhunwala |
09/09 |
Keshav Jhunjhunwala |
09/09 |
Rashmi Kamlesh Otavani (ID
resigned on 17.01.2025) |
08/09 |
Gunjan Agarwal (Additional ID
appointed on 17.01.2025) |
01/09 |
Abhishek Sehgal (ID) |
09/09 |
26. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(C) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed
that:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
b) that the directors had 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 and loss of the company for that period;
c) that the directors had 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 had prepared the annual accounts on a going
concern basis;
e) the directors had laid down internal financial controls to be
followed by the company however during the year under review, no internal auditor was
appointed; and
f) that 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.
27. MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year under review.
28. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all Independent
Directors of the Company in accordance with the provisions of Section 149(7) of the
Companies Act, 2013 confirming that they met the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013.
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate
that the independent directors of the Company shall hold at least one meeting in a
financial year, without the attendance of nonindependent directors and members of the
Management. During the year under review, the Independent Directors met on June 06, 2024.
29. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1
under Section 184(1) as well as information by directors in Form DIR 8 under Section
164(2) and declarations as to compliance with the Companies Act, 2013 & Listing
Regulations.
30. DISQUALIFICATIONS OF DIRECTORS
During the financial year 2024-2025 under review the Company has
received Form DIR-8 from all Directors as required under the provisions of Section 164(2)
of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold
office as per provision of Section 164(2) of the Companies Act, 2013 and debarred from
holding the office of a Director pursuant to any order of the SEBI or any such authority
in terms of SEBI letter dated 14th June, 2018 and NSE circular dated 20th June 2018 on the
subject “Enforcement of SEBI orders regarding appointment of Directors by Listed
Companies”.
The Directors of the Company have made necessary disclosures, as
required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
31. OTHER REGULATORY REQUIREMENT
The Company has been complied with all regulatory requirements of
central government and state government and there were no significant and material orders
passed by the Regulators or Courts or Tribunals during the year impacting the going
concern status and the Company's operations in future.
32. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based
complaints redress system. The salient features of this system are centralized database of
all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies
and online viewing by investors of actions taken on the complaint and its status. Your
Company has been registered on SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint.
The Company has not received any complaint on the SCORES during
financial year 2024-25.
33. DISCLOSURE OF POLICY MADE BY NOMINATION AND REMUNERATION
COMMITTEE
The Company has constituted the Nomination and Remuneration Committee
in compliance with the provisions of Section 178, and proper policy relating to
remuneration to the Directors, Key Management Personnel and Employees, has been formulated
by such committee.
The Nomination and Remuneration Committee comprises of Independent
Directors and non-executive Director as its members. The Chairman of the Committee is an
Independent Director. During the Financial year 2024-25, One meeting of the Nomination and
Remuneration Committee was held on 17.01.2025.
34. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178
The Company has constituted a Nomination and Remuneration Committee
under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section
178(5) of the Companies Act, 2013.
The stakeholder relationship committee comprises Non-executive
Director, and 2 Independent Directors as its members. The Chairman of the Committee is an
Independent Director.
During the Financial year 2024-25, One (1) meeting of Stakeholder
Relationship Committee was held on 31.03.2025.
35. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The Company had no employees drawing remuneration requiring disclosure
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
36. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules,
2014, the Company has adopted Whistle Blower Policy/vigil mechanism for directors and
employees to report concerns about unethical behaviour, actual or suspected fraud or
violation of the code of conduct. It also provides for adequate safeguards against
victimization of directors/employees who avail of the mechanism. To ensure proper
functioning of vigil mechanism, the Audit Committee of the Company on quarterly basis take
note of the same.
The Audit Committee comprises of non-executive Independent Directors
and Managing Director as its Member. The Chairman of the committee is Independent
Director.
During the Financial year 2024-25, four (4) meetings of audit committee
held on 06.06.2024, 01.07.2024, 13.11.2024 and 31.03.2025.
All the recommendations made by the Audit Committee are accepted and
implemented by the Board of Directors.
37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186
During the year under review, the Company has duly complied with the
provisions of section 185 & 186 of the Companies Act, 2013 in respect of the loans
& investments made or guarantee/security provided by it, as applicable. The Company
has given corporate guarantee of INR 5 crores to M/s Osho Tradeflex Private Limited,
promoter group company for loan taken by that company.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing
Regulations”) the Management Discussion and Analysis of the Company for the year
under review is presented in a separate section forming the part of the Directors Report
is attached here with as Annexure II.
39. DEMATERIALISATION OF SHARES
During the year under review, all the equity shares were dematerialized
through depositories viz. National Securities Depository Limited and Central Depository
Services (India) Limited, which represents 100% of the total paid-up capital of the
Company. The Company ISIN No. is INE0RPM01017 and Registrar and Share Transfer Agent is
MUFG Intime India Private Limited.
40. DIRECTOR REMUNERATION AND SITTING FEES
Member's attention is drawn to Financial Statements wherein the
disclosure of remuneration paid to Directors is given during the year 2024-25. Details of
Sitting fees paid to the non-executive directors are disclosed in the financial
statements.
41. MAINTENANCE OF COST RECORDS
The maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is applicable on the
Company's Product/ Services and such accounts and records have been so made and
maintained. The Company appointed the cost auditor on 11.07.2024 for conducting the cost
audit for F.Y. 2024-25. Cost Audit Report is hereby attached as Annexure-III.
42. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. However, except the transaction details given in Form AOC- 2 (Annexure-IV),
none of the transactions made during the year fall under the purview of the provisions of
section 188 (1) of the Companies Act, 2013.
Accordingly, as per third proviso to Section 188(1) of the Act,
required approvals of the Board or Members / Shareholders has been obtained for such
transactions. However, as part of good corporate governance, all related party
transactions covered under Section 188 of the Act are approved by the Audit committee.
Your Directors' draw attention of the members to Note No. 27 to the financial
statement which sets out related party disclosures.
43. CREDIT RATING
The company has not obtained any rating from any Credit Rating Agency
during the year.
44. INVESTOR GRIEVANCES REDRESSAL STATUS
During the Financial Y ear 2024-25, there were few queries received
from the shareholders of the Company telephonically and through mail regarding business
operations of company post fire accident. Company Secretary acts as the Compliance Officer
of the Company is responsible for complying with the provisions of the Listing
Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The
Investor can send their query to secretarial@,satipolvplast.in.
45. RISK MANAGEMENT POLICY
Risk management is the process of identification, assessment and
prioritization of risks followed by coordinated efforts to minimize, monitor and
mitigate/control the probability or impact of unfortunate events. At present, the Company
does not have any Risk Management Policy as the elements of risk threatening the
Company's existence is very minimal.
46. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013.
Following is a summary of sexual harassment complaints received and
disposed of during the year 202425:
- No. of complaints received - NIL
- No. of complaints disposed of - NIL
47. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, as amended, and ensures that all eligible women employees are extended the
benefits and protections mandated under the Act, including paid maternity leave and other
entitlements. The Company also promotes a gender-inclusive workplace and is committed to
supporting the health and well-being of women employees through appropriate workplace
policies and practices.
48. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM
THE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE-TIME
DIRECTOR - 197(14)
During the year under review this provision is not applicable on our
Company.
49. COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND
SENIOR MANAGEMENT
The Board of Directors and Senior Management of the Company have
complied with the Company's Code of Conduct applicable to Board of Directors and Senior
Management.
50. STATEMENT OF DEVIATIONS) OR VARIATION
As per the report submitted to the National Stock Exchange on
13.11.2024 there is no deviation or variations observed in the utilisation of funds
raised.
51. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT
THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE
WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Since, our Company falls in the ambit of SME Listed entity; hence
compliance with the provisions of declaration signed by the chief executive officer
stating that the members of board of directors and senior management personnel have
affirmed compliance with the code of conduct of board of directors and senior management
shall not apply to the Company and it does not form the part of the Annual Report for the
financial year 2024-25.
52. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING
COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
Since, our Company falls in the ambit of SME Listed entity; hence
compliance with the provisions of Compliance certificate from either the auditors or
practicing company secretaries regarding compliance of conditions of corporate governance
shall not apply to the Company and it does not form the part of the Annual Report for the
financial year 2024-25.
53. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared for the previous financial years
54. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY
CODE.2Q16:
No application has been made or any proceeding is pending under the
IBC, 2016.
55. DIFFERENCE IN VALUATION
The Company has never made any one-time settlement against the loans
obtained from Banks and Financial Institution and hence this clause is not applicable.
56. ACKNOWLEDGMENTS
Your Directors place on record their sincere gratitude to all
concerned, in particular the bankers, business associates, consultants, and various
Government Authorities for their continued support extended to the Company's
activities during the financial year under review. Your Directors also acknowledges
gratefulness to the members for their support and confidence reposed on the Company and
its Board.
Form No. MR-3 Secretarial Audit Report For the Financial Year Ended 31st
March, 2025
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
SATI POLY PLAST LIMITED CIN: U82920BR1999PLC008904
D.N.SINGH ROAD,BHAGALPUR 812 002,
812 002, Bihar, India, 000000
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by SATI POLY PLAST
LIMITED (hereinafter called the Company). The Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorised representatives
during the conduct of Secretarial Audit and the representations made by the Company, we
hereby report that in our opinion, the Company has, during the audit period covering the
Financial Year ended on March 31, 2025 generally complied with the statutory provisions
listed hereunder and also that the Company has proper board-processes and compliance
mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records made available to us and maintained by the company for the
Financial Year ended on March 31, 2025 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the rules made there under
II. The Securities Contract (Regulation) Act, 1956 (‘SCRA')
and the rules made there under;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations
made there under to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011; - Not Applicable to the Company
during the period under review.
b) The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015; - Applicable to the Company during the Audit Period
under review.
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; - Applicable to the Company during the Audit
Period under review as the Company got listed in NSE-SME Stock Exchange on 22nd
July, 2024.
d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014; - Not Applicable to the Company during the period under
review
e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; - Not Applicable to the Company during the period
under review f The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; - Applicable to the Company during the Audit Period under review.
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; - Not Applicable to the Company during the period under review
h) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 2018; - Not
Applicable to the Company during the period under review
i) Securities and Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015; - Applicable to the Company during the period
of audit to the extent of its Equity shares being listed at NSE-SME Stock Exchange
Platform
VI. We have also examined compliance with the applicable clauses of the
following:
i. Secretarial Standards of The Institute of Company Secretaries of
India,
ii. The Listing Agreements entered into by the Company with NSE-SME
Stock Exchange.
During The year under review, the company has complied with the
provisions of the act, rules, regulations and guidelines, standards mentioned above and
there is adequate compliance management system for the purpose of other sector specific
laws. We have relied on the representations made by the Company and its officers for the
systems and mechanisms formed by the Company for compliances under other sector specific
laws and regulations applicable to the Company.
We further report that the compliance by the company of applicable
financial laws, like direct and indirect tax laws, has not been reviewed in this audit
since the same have been subject to review by statutory financial audit and other
designated professionals.
We further report that the Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took
place during the period under review were carried out in compliance with the provisions of
the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent, and a system exists for seeking
and obtaining further information and clarifications on the agenda items before and during
the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the
chairman, the decisions of the board were unanimous and no dissenting views have been
recorded.
We further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period there were no other
specific events/ actions having a major bearing on the affairs of the Company in pursuance
of the above referred laws, rules, regulations, guidelines, standards etc.
Note -
1. This has been informed by the Company that after getting listed
on NSE-SME Stock Exchange the Corporate Identification Number (CIN) of the Company is
still showing Unlisted and not Listed after filing of several forms like GNL-2, Change
Request Form (CRF) and several follow-up has been taken by ROC, Patna but no resolution
has been provided by them yet.
2. The Company has complied with reporting of the Company to the
Exchanges on time and some beyond the time limit after receiving notices by the Exchange
for the same. However, no penalties and prosecution has been imposed to the Promoter,
Board of Directors, and the Management in the said matter.
“Annexure - A”
To
The Members
SATI POLY PLAST LIMITED
CIN: U82920BR1999PLC008904
D.N.SINGH ROAD,BHAGALPUR 812 002,
812 002, Bihar, India, 000000
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our aud
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable ssurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards s the responsibility of management. Our examination
was limited to the verification of rocedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.