The Directors present the 21^st Annual Report (4^th Post Listing) of G M Polyplast Limited (Formerly known as G M Polyplast Private Limited) (the Company) along with the audited financial statements for the financial year ended March 31, 2024

1. Financial Summary or Highlights:

During the financial year under review, performance of your company as under:

(Amount in 000)

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India including the Accounting Standards specified under section 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act.

The detailed financial statement as stated above are available on the Company’s website at http://www.gmpolyplast.com/

2. State of company’s affairs:

For the financial year ending March 31, 2024, the company achieved gross revenues and other income totaling INR 92.19 crores, up from INR 82.34 crores in the previous financial year ending March 31, 2023.

The net profit before tax for the year was INR 9.86 crores, while the net profit after tax was INR 7.08 crores, compared to a net profit before tax of INR 6.47 crores and a net profit after tax of INR 4.92 crores in the previous financial year.

3. Dividend:

With the intention of providing returns to our valued investors and adhering to good governance practices, the Board of Directors, at their meeting on Tuesday, November 7, 2023, declared an interim dividend of INR 0.50 (Fifty Paisa) per equity share with a face value of INR 10, i.e. @ 5%

The Board does not recommend any additional dividends, and this interim dividend shall be considered final.

4. Transfer of unclaimed dividend to Investor Education and Protection Fund:

During the Financial year 2023-2024, no amount was due to be transferred to the Investor Education and Protection Fund, as there was no unpaid/unclaimed Dividend for a period as prescribed in the Companies Act 2013.

5. Transfer to Reserves:

During the Financial year 2023-2024, no amount was transferred to the Reserves for the year under review.

6. Changes in Capital Structure:

There were changes in the capital structure of the Company during the year.

Highlights:

The Authorized Share Capital of the Company was INR 15,00,00,000/- (Indian Rupees Fifteen Crore Only) divided into 1,50,00,000 (One crore fifty lakh) Equity Shares of INR. 10/- (Indian Rupees Ten Only).

The paid-up Equity Share Capital as at March 31, 2024 was INR 11,53,68,000 /- (Indian Rupees Eleven Crore Fifty-Three Lakhs Sixty-Eight Thousand Only) divided into 1,15,36,800 (One Crore Fifteen Lakhs Thirty-Six Thousand Eight Hundred) equity shares of INR 10/- (Indian Rupees Ten Only) each.

Furthermore, the Company, through the Notice accompanying this Directors’ Report, has proposed an increase in its Authorized Capital from INR 15,00,00,000 (Indian Rupees Fifteen Crore Only), divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of INR 10 (Indian Rupees Ten Only) each, to INR 17,00,00,000 (Indian Rupees Seventeen Crore Only), divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of INR 10 (Indian Rupees Ten Only) each. Additionally, it proposes an increase in its Paid-Up Capital which shall be achieved through a Further Public Offer to expand the capital base with the intention of procuring capital assets, for working capital purposes and for purposes as may be decided by the board of Directors or any Committee formed by the Board

7. Details of directors or key managerial personnel who were appointed or have resigned during the year:

The Board of Directors of your Company (“the Board”) comprised of 6 (Six) Directors, constituted as follows:

Managing Director - 1; Executive Women Director - 1; Non-Executive Directors - 1; Independent Directors - 3.

Your Directors on the Board possess the requisite expertise, experience, integrity, competency and proficiency and are renowned in their respective fields. All Directors are liable to retire by rotation except Independent Directors and Managing Director, whose term of office is for a term of 5 years.

The Board of Directors and the committees are duly constituted in accordance with the applicable provisions. There were changes in the Board during the year under review.

The Board appointed Ms. Anjali Patil Sapkal as an additional Independent Director during the meeting held on May 30, 2023. This appointment was subsequently ratified and confirmed by the members at the 20th Annual General Meeting (3rd Post Listing) of the Company. Ms. Anjali Patil Sapkal will serve a term of five years, effective from May 30, 2023, to May 29, 2028.

Retirement by Rotation:

As per the provisions of the Companies Act, 2013, Mr. Balbirsingh B. Sharma (DIN: 00374565) is due to retire by rotation and being eligible, offer himself for re-appointment at the 20th (3rd Post Listing) Annual General Meeting of the Company. A detailed profile of,

Mr. Balbir Singh Bholuram Sharma, seeking appointment/re-appointment is provided in the Notice of the 21st (4th Post Listing) Annual General Meeting of the Company.

Mr, Balbir Singh Bholuram Sharma, Non-Executive, Non-Independent Director

Mr. Balbirsingh B. Sharma, Non-Executive Director (DIN: 00374565) of the Company, retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the members is proposed for continuation of Mr. Subramanian Ramaswamy Vaidya, who shall attain the age of 75 years, as a Director of the Company as long as he continues in the same capacity

Key Managerial Personnel:

In terms of the provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following employees were holding the position of Key Managerial Personnel (‘KMP’) of the Company as on March 31, 2024:

Mr. Tushar Pandya, the Chief Financial Officer (CFO) of the Company, resigned from his position effective August 28, 2023. Following his departure, Ms. Richa Ghosh was appointed as the new CFO but later resigned on March 5, 2024. Subsequently, on May 22, 2024, Mr. Dinesh Sharma, the Managing Director (MD) of the Company, took on the additional role of CFO. Consequently, Mr. Dinesh Sharma now serves in a dual capacity as both Managing Director and Chief Financial Officer of the Company.

Familiarization programme for Independent Director:

The Company ensures that its directors remain well-informed about its operations, management, and industry trends through a comprehensive Familiarization Programme designed specifically for Independent Directors. This programme covers the company’s activities, strategic management, and an overview of current industry challenges and opportunities. Detailed information about the Familiarization Programme can be accessed on our website at http://www.gmpolyplast.com/.

8. Annual Performance Evaluation of the Board:

The Board, in collaboration with the Nomination and Remuneration Committee, has established comprehensive criteria for evaluating the performance of Independent Directors, the Board and its Committees, as well as individual Directors. This includes specific criteria for assessing the performance of both Non-Executive and Executive Directors. These evaluations are conducted in accordance with the guidelines outlined in the Nomination & Remuneration Policy.

Pursuant to Section 178, the Nomination and Remuneration Committee acknowledged the changes and resolved to conduct a comprehensive performance evaluation of the Board, its Committees, and individual Directors. Consequently, the Committee carried out these evaluations during its meeting.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations. The performance of the Board was evaluated after seeking inputs from all the Directors based on criteria such as the composition of the Board and its committee, effectiveness of board processes, information and functioning, etc.

In a separate meeting, the Independent Directors evaluated the performance of the Non-Independent Directors, the Board as a whole, and the Managing Director. This assessment incorporated the perspectives of both the Executive Director and the Non-Executive Directors.

9. Meetings of the Board and its Committee Board

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 5 (Five) times. The meetings were held on May 30, 2023; July 28,2023, August 29, 2023; November 11,2023; and March 04 2024

AUDIT COMMITTEE

Our Company has established an Audit Committee, meticulously structured to comply with the relevant provisions of the Act and Listing Regulations. The composition, quorum, powers, roles, and scope of the Committee are all aligned with these regulatory requirements.

Throughout the financial year under review, the Audit Committee undertook a comprehensive evaluation of the internal controls implemented to ensure the accurate maintenance of our Company’s accounts. This assessment ensured that all accounting transactions conformed with the prevailing laws and regulations. During these reviews, the Committee did not identify any significant discrepancies or weaknesses in our internal control system.

In addition to this, the Committee conducted a thorough review of the policies and procedures related to risk assessment and management. These evaluations confirmed the robustness of our risk management framework, ensuring that it effectively identifies, assesses, and mitigates potential risks to our Company.

In the year under review, Mrs. Anjali Patil Sakpal was appointed as an Independent Director of the Company. Consequently, the Audit Committee was reconstituted on May 30, 2023

Scope and functions of the Committee: The Scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act 2013 and Regulations 18 (3) of SEBI Listing Regulation and its terms of reference include the following:

1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of appointment of statutory auditor of the Company;

3. Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;

4. Approving payments to statutory auditors for any other services rendered by the statutory auditors of the Company;

5. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013, as amended;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by the management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications / modified opinion(s) in the draft audit report.

6. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval;

7. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

8. Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval for related party transactions proposed to be entered into by our Company subject to such conditions as may be prescribed;

9. Formulating a policy on related party transactions, which shall include materiality of related party transactions;

10. Scrutinizing of inter-corporate loans and investments;

11. Valuing of undertakings or assets of the Company, wherever it is necessary;

12. Evaluating of internal financial controls and risk management systems;

13. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

16. Discussing with internal auditors of any significant findings and follow up there on;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

18. Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

19. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

20. Reviewing the functioning of the whistle blower mechanism;

21. Approving the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; and

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/ or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.”

The Composition of Audit Committee and the attendance of Members at the Meeting during FY 2023- 24 were as under:

The Company boasts a qualified and independent Audit Committee, with its composition fully compliant with the applicable provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. Throughout the financial year under review, the Committee convened four times. The meetings took place on May 30, 2023; July 28, 2023; August 29, 2023; and November 7, 2023.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed a Nomination and Remuneration Committee, ensuring its composition, quorum, powers, roles, and scope are in strict accordance with the relevant provisions of the Act and Listing Regulations.

As a result of the appointment of Mrs. Anjali Patil Sakpal as an Independent Director, the Nomination and Remuneration Committee was reconstituted on May 30, 2023.

Scope and functions of the Committee: The Scope and functions of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act 2013 and Regulations 19 (4) of SEBI Listing Regulation and its terms of reference include the following:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulating of criteria for evaluation of performance of independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors of our Company and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. Our Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report of our Company;

5. Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

6. Analyzing, monitoring and reviewing various human resource and compensation matters;

7. Determining our Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

8. Determining compensation levels payable to the senior management personnel and other staff (as deemed necessary), usually consisting of a fixed and variable component;

9. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

10. Performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits) Regulations, 2014;

11. Framing suitable policies, procedures and systems to ensure that there is no violation, by and employee id any applicable laws in India or Overseas, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, our Company and its employees, as applicable.”

12. Performing such other activities as may be delegated by the Board of Directors and/or specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.

The Composition of Nomination and Remuneration Committee and the attendance of Members at the meeting during FY 2023-24 were as follows:

The Company has a qualified and independent Nomination & Remuneration Committee, and its composition is in line with the applicable provisions of Section 178 of the Act and Regulation 19 of Listing Regulation. During the financial year under review, the Committee met 4 (Four) times.

The meetings took place on May 30, 2023; July 28, 2023; August 29, 2023; and March 04, 2024.

The Nomination and Remuneration Committee had formulated a policy on remuneration under the provisions of Section 178(3) of the Act and the same is attached as Annexure I to this report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Your Company has constituted a Stakeholder Relationship Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations.

Pursuant to the appointment of Mrs. Anjali Patil Sakpal as an Independent Director the Stakeholder Relationship Committee was reconstituted on May 30, 2023

Scope and functions of the Committee: The Scope and functions of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act 2013 and Regulations 20 (4) of SEBI Listing Regulation and its terms of reference include the following:

1. Efficient transfer of shares including review of cases for refusal of transfer / transmission of shares and debentures;

2. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;

3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;

4. Allotment and listing of shares in future;

5. Review of cases for refusal of transfer / transmission of shares and debentures;

6. Reference to statutory and regulatory authorities regarding investor grievances;

7. Ensure proper and timely attendance and redressal of investor queries and grievances; and

8. To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

The Composition of Stakeholder Relationship Committee and the attendance of Members at the meeting during FY 2023-24 were as follows:

The Company has a qualified and independent Stakeholder Relationship Committee, and its composition is in line with the applicable provisions of Regulation 20 of Listing Regulation The meetings took place on May 30, 2023; July 28, 2023 and March 04, 2024.

CORPORATE SOCIAL RESPONSIBLITY COMMITTEE

The Corporate Social Responsibility Committee is constituted pursuant to section 135 of the Companies Act 2013. The Corporate Social Responsibility Committee of the Board consists of the following Directors as Members.

Terms of reference:

• Formulate and recommend to the Board, a CSR Policy.

• Recommend to the Board CSR activities to be undertaken by the Company.

• Monitor the CSR Policy of the Company from time to time and ensure its Compliance.

MANAGEMENT COMMITTEE

During the financial year 2023-24 Corporate Social Responsibility Committee meeting was held on May 30, 2023.

Your Company has constituted a Management Committee with Mr. Dinesh B. Sharma, Mrs. Sarita D. Sharma and Mr. Balbirsingh Sharma as its members in order to carry out the day-to-day business activities as required for administrative and other general purposes with ease.

The management committee met once during the financial year 2023-24. The meeting was held on November 02, 2023.

10. 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:

There were no occurrences of any Material changes and commitments, 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

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the company or will have bearing on company’s operations in future.

12. Details in respect of frauds reported by auditors under sub-section (12) of section 143:

During the financial year under review, there were no frauds reported by the auditors under sub-section (12) of section 143.

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13. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in their report:

There are no qualifications, reservations or adverse remarks or disclaimer made by the auditor in their report.

14. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of :

During the financial year under review, the Company has entered into related party transactions covered u/s. 188 of the Companies Act, 2013. Therefore, disclosure in Form AOC- 2 for the financial year 2022-23 is annexed with this report as Annexure II.

15. Loans from Directors/Relatives of Directors:

The Company has not accepted any fresh loan or advances from the Directors or relatives of Directors.

16. Auditors:

STATUTORY AUDITOR

Pursuant to Section 139 of Companies Act, 2013 and other applicable rules there under M/s. Ajmera and Ajmera, Chartered Accountants, (Firm Registration No 018796C) were appointed as Statutory Auditors of the Company for 5 consecutive financial years commencing from conclusion of 20th Annual General Meeting, for a single term of 5 (five) years i.e. upto the conclusion of the 25th Annual General Meeting

Accordingly, M/s. Ajmera and Ajmera, Chartered Accountants, (Firm Registration No 018796C)., shall continue to be the Statutory Auditors of the Company. The said Auditors have submitted the eligibility certificate as per the provisions of the Companies Act 2013.

The Statutory Auditors’ Report has expressed unmodified opinion.

The Board of Directors appointed M/s. Vivek V Joshi & Associates, Chartered Accountants, as the internal auditor of the company for the fiscal year 2023-24, based on the recommendations of the Audit Committee. However, M/s. Vivek V. Joshi & Associates resigned on August 29, 2023, and subsequently, the company appointed M/s. Anay Gogte & Associates, Chartered Accountants, as the new internal auditors.

The internal auditor conducts a comprehensive audit of the company’s functions and operations, reporting their findings to the Audit Committee and the Board periodically.

COST RECORDS AUDITOR

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by your Company.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dipesh Pranay & Co. LLP , Practicing Company Secretaries to conduct the secretarial audit for the financial year 23-24 under review. The Secretarial Audit Report in Form MR-3 for the financial year under review as received from M/s. Dipesh Pranay & Co. LLP., Practicing Company Secretaries is attached as Annexure III to this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

17. Share Transfer System

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA). M/s Bigshare Services Pvt. Ltd., is your Company’s RTA. All share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. should be addressed to the registrar and transfer agents.

18. Changes in the nature of business of the company:

During the financial year under review, there was no change in the nature of business of the company.

19. Particulars of loans, investments, guarantees or securities under section 186:

During the financial year under review, the company has not provided any loan; made any investment; has given any guarantee or provided any security in respect of any loan to any person as mentioned in Section 186 of the Companies Act, 2013.

20. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

a. Conservation of Energy and Technology Absorption

In terms of requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, the board of directors wish to inform the members that the company always takes necessary measures to conserve the energy wherever possible by installing electronic equipment’s which marginally reduce the consumption of electricity, with reference to the same the Company has installed solar Panels at the Factory site, and by spreading awareness among the employees of the company about the optimum utilization and conservation of electricity and water resources of the company. The management always searches for and takes into consideration new developments in the market and the technology so as to absorb the new technology in carrying out the business activities of the company.

b. Foreign Exchange Earnings and Outgo Foreign Exchange Earnings - INR 4,59,49,204/-Foreign Exchange Outgo - INR 6,23,78,913/-

21. Annual Return

In compliance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as per Section 92(3) of the Companies Act, 2013, is available at http://www.gmpolyplast.com

22. Details of performance of subsidiaries, associates and joint venture companies:

The company does not have any subsidiary company, associate company or joint venture during the year under review.

23. Statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company:

Your company understands that risk evaluation and risk mitigation is a function of the board of directors of the company. The Board is fully committed to developing a sound system for identification and mitigation of applicable risks—viz., systemic and non-systemic— on a continuous basis. The board is of the opinion that at present, there are no material risks that may threaten the very existence and functioning of your company.

24. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

a) Your directors hereby report that, your company has maintained adequate internal controls commensurate with its size and its nature of the operation. There are suitable monitoring procedures in place to provide reasonable assurance for accuracy and timely reporting of the financial information and compliance with the statutory requirements. There are proper policies, guidelines and delegation of powers issued for the compliance of the same across the company.

b) For the purpose of ensuring accuracy in the preparation of the financials, your company has implemented various checks and balances like periodic reconciliation of major sexual.

c) Review of accounts, obtaining confirmation of various balances and proper approval mechanism.

d) Your company has documented all major processes in the area of expenses, bank transactions, payments, statutory compliances and period end financial accounting process. Your company is continuously putting its efforts to align the processes and controls with the best practices in the industry.

25. Public Deposits:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

26. Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178 and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The remunation policy is annexed to this Directors Report

27. Safeguard at workplace:

The management takes due care of employees with respect to safeguard at workplace. Further, no complaints are reported by any employee pertaining to sexual harassment and hence no complaint is outstanding as on 31.03.2024 for redressal. There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

Complaints as on 01.04.2023: NIL

Complaints filed during the Financial Year: NIL

Complaints as on 31.03.2024: NIL

28. Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company at http://www.gmpolyplast.com/

29. Disclosure Of Employees Remuneration

The disclosure as per Rule 5 of The Companies (Appointment and Remuneration of the Managerial Personnel) Rule 2014 is annexed as Annexure IV to this Board Report.

30. Details of policy developed and implemented by the company on its Corporate Social Responsibility initiatives:

Pursuant to the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder and pursuant to the recommendation of the CSR Committee, the Board has approved a Corporate Social Responsibility (“CSR”) policy. The CSR policy of Company is also available on the website of the company. CSR policy contains the CSR activities carried out by the Company, governance structure, implementation process etc. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The same is depicted in Annexure V

31. Corporate Governance:

The company is SME Company and listed on SME exchange of BSE Limited therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities. Hence your company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015. Hence corporate Governance does not form part of this Board’s Report.

32. Directors’ Responsibility Statement:

Your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as prescribed under Section 134(5) of the Companies Act, 2013 state that:

a. 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. 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 and loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis; and

e. the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

33. Compliances of applicable Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

34. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report and is attached as Annexure VI.

35. Insider Trading

The Board of Directors has adopted the Inside Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Inside Trading Policy of the company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the company as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in the company’s shares. The Company had in place a Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code for Fair Disclosures and Conduct

The codes referred above is placed on the Company’s website http://www.gmpolyplast.com/

36. Material changes during the financial year

There are no material changes during the financial year.

37. Resolutions Passed as special business

The Company has passed the following Resolutions in Special Business in the previous Annual/ Extra ordinary General Meetings or Postal ballots, post Listing:

38) Senior Management Personnel

39. General

Your Directors state that no disclosure or reporting is required in respect of the following matters 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. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

c. No fraud has been reported by the Auditors to the Audit Committee or the Board.

d. There are no shares lying in demat suspense account/unclaimed suspense account. Hence no disclosure is required to be given for the same.

40. Acknowledgement:

Your directors wish to thank the stakeholders of the company for their continued support and co-operation and employees for their dedication and the excellence they have displayed in conducting the business operations of the company.

For and on behalf of the Board of Directors G M Polyplast Limited

(Formerly known as G M Polyplast Private Limited)

Dinesh Sharma Managing Director DIN: 00418667

Place: Mumbai Date: July 06, 2024