Mar 31, 2025
Your Directors have pleasure in presenting the 12th Annual Report of Global Pet Industries Limited
(Formerly known as Global Pet Industries Private Limited) ("the Company") on the business and
operations of your Company along with the Audited Financial Statements for the Financial Year ended
March 31, 2025.
The summary of Audited financial performance of the Company for the Financial Year ended
March 31, 2025 is summarized as under:
|
Particulars |
2024-2025 |
2023-2024 |
|
Revenue from Operations |
4,494.29 |
3,909.90 |
|
Other Income |
119.31 |
90.63 |
|
Total Income |
4,613.60 |
4,000.53 |
|
Total Expenditure |
4,065.84 |
3,750.20 |
|
Profit before Exceptional and Extraordinary |
547.76 |
250.33 |
|
Exceptional Items |
0 |
33.81 |
|
Profit Before Tax |
547.76 |
284.14 |
|
Less: Provision for taxation |
- |
- |
|
Current Tax |
(143.30) |
(85.42) |
|
Deferred Tax Asset |
23.04 |
7.23 |
|
Net Tax Expenses |
(120.26) |
(78.19) |
|
Profit for the period |
427.50 |
205.95 |
|
Earnings Per Share- Basic & Diluted |
4.05 |
2.27 |
The financial statements of the Company for Financial Year 2024-2025 have been prepared in
compliance with the Companies Act, 2013 (the ''Act''), applicable Accounting Standards and the
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and amendments
thereto (the ''SEBI Listing Regulations'') are disclosed in accordance with Schedule III of the Act.
Your Company is in the business of manufacturing and trading of PET bottles machines for the
last 1 decade. It is registered as a Public Limited Company and is listed on the Emerge platform
of National Stock Exchange Limited ("NSE Limited").
During the year under review, your Company''s total revenue from operations has increased to
Rs. 4,494.29 Lakhs as compared to Rs. 3,909.90 Lakhs in the previous Financial Year. The Net
operating profit of the Company has been increased to Rs. 427.50 Lakhs as compared to Rs.
205.95 Lakhs in the previous Financial Year.
Detailed information on the operations of the business and state of affairs of the Company are
covered in the Management Discussion and Analysis Report ("MDAR").
During the year under review, there is no change in the nature of business of the company.
In order to conserve resources and strengthen the financial position of the company, your
Directors have not recommended any dividend for the year under review.
During the year under review, there were no borrowings in the Company.
During the year under review, no amount was transferred to general reserves of the Company.
The closing balance of the retained earnings for the Financial Year 2024-2025 after all
appropriation and adjustments was Rs. 3,873 Lakhs.
There were no material changes and commitments affecting the financial position of the
Company between end of the financial year and the date of this report. It is hereby confirmed
that there has been no other change in the nature of business of the Company.
During the year under review, none of the companies have become or ceased to be the
associate/ subsidiary/ joint venture/ holding Company.
During the year under review, the authorised share capital of the Company was Rs. 13,00,00,000
divided into 1,30,00,000 Equity Shares of Rs. 10/- each. The total issued, subscribed and paid up
share capital of the Company as on March 31, 2025 is Rs. 11,78,74,080/- divided into 1,17,87,408
Equity Shares of Rs. 10/- each.
Further, during the financial year 2024-25, the Company came up with the Preferential Offer and
allotted 20,00,000 Equity Shares for cash at an issue price of Rs. 109/- per equity share (including
a premium of Rs. 99/- per equity share), aggregating to Rs. 21,80,00,000/- on November 14, 2024.
Further, there were no rights issue, bonus issue, etc. during the year. The Company has not issued
shares with differential voting rights or sweat equity shares, nor has it granted any stock options
during the financial year. During the year under review, the Company has not increased the
authorized share capital.
The Company''s equity shares are tradeable in dematerialized/electronic form. As on March 31,
2025, 100% of the Company''s total paid-up capital representing 1,17,87,408 equity shares were
in dematerialized form.
The Company has not accepted any deposits during the year under review and, as such, there
are no outstanding deposits in terms of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.
Details of loans, guarantee and investments, if any, covered under the provisions of Section 186
of the Companies Act are provided in the notes to financial statements.
All contracts/arrangement/transactions entered by the Company during FY 2024-25 with related
parties was in compliance with the applicable provisions of the Act and SEBI Listing Regulations.
Prior omnibus approval of the Audit Committee was obtained for all related party transactions
which are foreseen and of repetitive nature. A statement giving details of all related party
transactions was placed before the Audit Committee and the Board of Directors for their
approval/noting on a quarterly basis. Appropriate approvals of the members were taken, as
applicable pursuant to the SEBI Listing Regulations.
Since all the Related Party Transactions entered into by the Company were in the ordinary course
of business and were on an arm''s length basis, hence Form AOC-2 is not applicable to the
Company.
The policy on materiality of related party transactions and on dealing with related party
transactions as approved by the Board is uploaded on the Company''s website
www.globalpetind.com.
Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is
attached as Annexure 1 of this Report. It provides details about the overall industry structure,
global and domestic economic scenarios, developments in business operations / performance of
the Company''s various businesses, internal controls and their adequacy, risk management
systems, human resources and other material developments during the Financial Year 2024-25.
Following are the Directors as on March 31, 2025:
|
Sr. No. |
Name of the Director |
DIN |
Category |
|
1 |
Mr. Bipin Nanubhai Panchal |
00120996 |
Promoter, Managing Director |
|
2 |
Mrs. Nisha Bipin Panchal |
06514766 |
Promoter, Whole-time Director |
|
3 |
Ms. Harmi Bipin Panchal |
09852052 |
Promoter, Non-Executive Director |
|
4 |
Mr. Manish Harishchandra Singh |
10729798 |
Non-Executive - Independent Director |
|
5 |
Mr. Yogendra Chhotelal Kannaujiya |
10730223 |
Non-Executive - Independent Director |
a) Change in Directors:
1) Cessation/Resignation: During the year under review, Ms. Rajvi Chirag Shah having DIN:
10092644 tendered her resignation with effect from November 08, 2024. Further, Ms. Hiral
Jainesh Shah having DIN: 09810987 tendered her resignation with effect from December 11,
2024.
2) Appointment/Re-appointment: During the year under review, Mr. Manish Harishchandra
Singh having (DIN: 10729798) has been appointed as Non-Executive, Independent Director
with effect from August 16, 2024, Mr. Yogendra Chhotelal Kannaujiya having (DIN: 10730223)
has been appointed as Non-Executive, Independent Director with effect from August 16, 2024.
3) Change in Designation: During the year under review designation of Mr. Manish
Harishchandra Singh having (DIN: 10729798) has been changed from Additional Director to
Director with effect from September 24, 2024 and designation of Mr. Yogendra Chhotelal
Kannaujiya having (DIN: 10730223) has been changed from Additional Director to Director
with effect from September 24, 2024.
During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission, perquisites
and reimbursement of expenses if any incurred by them for the purpose of attending meetings
of the Board / Committees of the Company.
None of the Directors are disqualified for being appointed as the Director of the Company in
terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary
declarations from all the Directors as required under the Companies Act and SEBI Listing
Regulations. Further, all the independent directors are registered with data bank maintained by
the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that
they are not aware of any circumstances or situation, which exists or reasonably anticipated that
could impair or impact his/her ability to discharge his/her duties with an objective independent
judgment and without any external influence.
II. Key Managerial Personnel (KMP''s):
During the year under review, Mr. Nimesh Raju Raichura has tendered his resignation from the
post of CFO with effect from closure of working hours of February 03, 2025. Further, the Board
of Directors of the Company, on recommendation of Nomination and Remuneration Committee,
has appointed Mr. Achchhe Lal Yadav as CFO of the Company with effect from February 21, 2025
Following were the Key Managerial Personnel''s as on March 31, 2025 pursuant to Sections 2(51)
and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
|
Sr. No. |
Name of the KMP |
Designation |
|
1 |
Mr. Bipin Nanubhai Panchal |
Managing Director |
|
2 |
Mrs. Nisha Bipin Panchal |
Whole-time Director |
|
3 |
Mr. Achchhe Lal Yadav |
CFO |
|
4 |
Mr. Parth Hareshkumar Shah |
Company Secretary & Compliance Officer |
Further Mr. Parth Hareshkumar Shah resigned as Company Secretary & compliance officer from
the company w.e.f. June 20, 2025.
17. MEETING OF THE BOARD AND ITS COMMITTEES
The Company has following committees in place in compliance with the requirements of the
business and relevant provisions of applicable laws and statutes:
a. Audit Committee;
b. Nomination and Remuneration Committee;
c. Stakeholders'' Relationship Committee.
The Committees constituted by the Board focus on specific areas and take informed decisions
within the framework of delegated authority, and make specific recommendations to the Board
on matters within their areas or purview. The decisions and recommendations of the Committees
and minutes of meeting of committees are placed before the Board for information and/or for
approval, as required. During the year under review, all recommendations received from its
committees were accepted by the Board.
During the Financial Year 2024-25, Six (6) Board Meetings were convened and held dated May
21, 2024, August 16, 2024, October 01, 2024, November 14, 2024, February 21, 2025 and March
31, 2025, Five (5) Audit Committee Meetings were convened and held dated May 21, 2024,
August 16, 2024, November 14, 2024, February 21, 2025 and March 31, 2025, Four (4)
Nomination and Remuneration Committee meeting were convened and held dated May 21,
2024, August 16, 2024, November 14, 2024, and February 21, 2025, One (1) Stakeholders''
Relationship Committee was convened and held dated May 21, 2024 and One (1) Independent
Directors Meeting was convened and held dated February 21, 2025. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
18. CONSTITUTION OF VARIOUS COMMITTEES
The Board of Directors of the Company has reconstituted the composition of committees in the
Board meeting dated August 16, 2024. Accordingly, the composition of the following committee
is as follows:
A. Nomination and Remuneration Committee
|
Sr. No. |
Name of Directors |
Designation in Committee |
|
1. |
Mr. Manish Harishchandra Singh |
Chairman |
|
2. |
Mr. Yogendra Chhotelal Kannaujiya |
Member |
|
3. |
Ms. Harmi Bipin Panchal |
Member |
B. Audit Committee
|
Sr. No. |
Name of Directors |
Designation in Committee |
|
1. |
Mr. Manish Harishchandra Singh |
Chairman |
|
2. |
Mr. Bipin Nanubhai Panchal |
Member |
|
3. |
Mr. Yogendra Chhotelal Kannaujiya |
Member |
C. Stakeholder Relationship Committee
|
Sr. No. |
Name of Directors |
Designation in Committee |
|
1. |
Mr. Manish Harishchandra Singh |
Chairman |
|
2. |
Ms. Harmi Bipin Panchal |
Member |
|
3. |
Mr. Yogendra Chhotelal Kannaujiya |
Member |
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its Board, its Committees and the individual members of the Board (including the
Chairperson). A structured questionnaire was prepared after taking into consideration inputs
received from the directors, covering the aforesaid aspects of the Board''s functioning. The overall
performance of the Board and Committees of the Board was found satisfactory.
Further, the overall performance of Chairman, Executive Director and Non-Executive Directors of
the Company was found satisfactory. The review of performance was based on the criteria of
performance, knowledge, analysis, quality of decision making etc.
Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance
evaluation of the Independent Directors was carried out by the entire Board excluding the
independent director being evaluated.
The Independent Directors expressed their satisfaction with the evaluation process and flow of
information between the Company management and the Board.
The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies
and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive
information, Code for Fair Disclosure and Code of Conduct to regulate, monitor and report
trading in securities by the directors, designated persons and immediate relatives of designated
persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations,
2015 (''Insider Trading Regulations'').
Pursuant to above, the Company has put in place adequate and effective system of internal
controls to ensure compliance with the requirements of Insider Trading Regulations. The
transactions by designated persons above threshold approved by Board is subject to
preclearance by compliance officer. Company Secretary has been appointed as the Compliance
Officer for purpose of Insider Trading Regulations.
Designated persons have made annual disclosure to Company as per requirements of Insider
Trading Regulations and Company''s Code of Conduct. The Code is available on website of the
Company at www.globalpetind.com.
Based on the declarations and confirmations received in terms of provisions of the Companies
Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws,
none of the Directors on the Board of your Company are disqualified from appointment as
Directors.
The Company has received the necessary declarations from the Independent Directors under
Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations, that they meet the
criteria of Independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the
provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as
amended, relating to inclusion of their name in the databank of Independent Directors. The
Independent Directors have confirmed that they are not aware of any circumstances or situation,
which exists or reasonably anticipated that could impair or impact his/her ability to discharge
his/her duties with an objective independent judgment and without any external influence.
The Board after taking these declarations/ disclosures on record and acknowledging the veracity
of the same, is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience, expertise, hold highest standards of integrity and are Independent of
the Management of the Company. The terms and conditions of appointment of Independent
Directors are available on the website of the Company at www.globalpetind.com.
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a
system to familiarize its Independent Directors. The familiarization program aims to provide
knowledge/information to the Independent Directors about their roles, responsibilities in the
Company, nature of the industry, business model, processes, policies and the technology and the
risk management system of the Company, the operational and financial performance of the
Company, significant development so as to enable them to take well informed decisions in timely
manner. During the Financial Year 2024-2025, the Independent Directors were updated from
time to time on continuous basis on the significant changes in the regulations, duties and
responsibilities of Independent Directors under the Act, and SEBI Listing Regulations.
The details of familiarization programmes for the Independent Directors are disclosed on the
Company''s website at www.globalpetind.com.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed
a Nomination & Remuneration policy. This policy inter alia provides:
(a) The criteria for determining qualifications, positive attributes and independence of Directors;
and
(b) Policy on remuneration of directors, key managerial personnel and other employees.
The Policy is directed towards a compensation philosophy and structure that will reward and
retain talent. The Nomination & Remuneration Policy is stated in the Corporate Governance
Report and is also available on the Company''s website at www.globalpetind.com
Pursuant to Section 134(3)(c) of the Companies Act, 2013 and to the best of Board''s knowledge
and belief and according to the information and explanations obtained by them, your Directors
confirm the following statements:
(a) in the preparation of the annual accounts for the Financial Year ended on March 31, 2025,
the applicable accounting standards and Schedule III of the Companies Act, 2013, have been
followed and there are no material departures from the same;
(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 your Company as at March 31, 2025 and of the Profits of the
Company for the Financial Year ended March 31, 2025;
(c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a ''going concern'' basis;
(e) proper internal financial controls laid down by the Directors were followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws were in place
and that such systems were adequate and operating effectively.
As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the
members of the Company at the Annual General Meeting held on September 24, 2024 approved
the appointment of M/s. NDAA & Associates LLP (Firm Registration No. 129486W/W100775) as
the Statutory Auditors of the Company for a term of 5 years till the conclusion of the 16th Annual
General Meeting.
Pursuant to Regulation 24A of the Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") as amended
from time to time and as per applicable provisions of the Companies Act, 2013 ("the Act") the
Company had appointed M/s. HRU and Associates, Practicing Company Secretaries to undertake
the Secretarial Audit of the Company for the Financial Year ended March 31, 2025. The secretarial
audit report forms a part of this Annual Report and is annexed as Annexure 2.
M/s. Adatiya & Associates, Chartered Accountants, tenders its resignation from the post of
Internal Auditor of the Company with effect from February 03, 2025. Further, M/s. A M B Jain &
Co., Chartered Accountants has been appointed as Internal Auditor of the Company to perform
the duties of internal auditors of the Company for the Financial Year 2024-25 and their report is
reviewed by the Audit committee.
The Maintenance of the cost records, for the services rendered by the Company is not required
pursuant to Section 148(1) of the Act, read with Rule 3 of the Companies (Cost Records and Audit)
Rules, 2014 and accordingly it is not required to appoint Cost Auditor.
During the year under review, no instances of fraud committed against the Company by its
officers or employees were reported by the Statutory Auditors and Secretarial Auditors under
Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.
The Board has laid down standards, processes and procedures for implementing the internal
financial controls across the organization. After considering the framework of existing internal
financial controls and compliance systems, work performed by the Internal, Statutory and
Secretarial Auditors and external consultants; reviews performed by the Management and
relevant Board Committees including the Audit Committee, the Board is of the opinion that the
Company''s internal financial controls with reference to the financial statements were adequate
and effective during the Financial Year under review. The Company continues to ensure proper
and adequate systems and procedures commensurate with its size and nature of its business.
The provisions of Section 135 of the Companies Act, 2013 is applicable on the Company and
Company is in process of complying with the provision of Section 135 of the Companies Act, 2013.
A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form,
which will be filed with the Registrar of Companies/MCA, is placed on Company''s website at
www.globalpetind.com.
Your Company had 112 employees as on March 31, 2025. The statement containing particulars
of employees as required under Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
applicable to the Company as no employees were in receipt of remuneration above the limits
specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Further, the ratio of the remuneration of each Director to the median employee''s remuneration
and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as Annexure 3 and forms part of this report.
Your directors would like to record their appreciation of the efficient and loyal service rendered
by the employees.
The Company is committed to upheld and maintain the dignity of woman employees and to
provide a safe and conducive work environment to all its employees and associates working in
the Company.
During the Year under review the company has not received any complaints on sexual
harassment.
The Company has complied with the provision relating to the Maternity Benefit Act 1961.
Pursuant to Section 134 (3)(n) of the Act and Regulation 4(2)(f) of SEBI Listing Regulations, the
Company has put in place comprehensive Risk Management Policy which inter alia, includes
identification of elements of those risks which in the opinion of the Board may threaten the
existence of the Company. Further, the Company has adequate risk management mechanism
and same is periodically reviewed by the Audit Committee and Board. The major risk identified
by the business are systematically addressed through mitigating actions on a continuing basis
and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable
level. The Company has been addressing various risks impacting the Company and brief view of
the Company on risk management has been disclosed in the Management Discussion and
Analysis Report.
In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, the
Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of
this policy. The Company''s vigil mechanism/ Whistle blower Policy aims to provide the
appropriate platform and protection for Whistle Blowers to report instances of fraud and
mismanagement, if any, to promote reporting of any unethical or improper practice or violation
of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal
controls or suspected incidents of violation of applicable laws and regulations including the
Company''s ethics policy or Code of Conduct for Prevention of Insider Trading in the Company,
Code of Fair practices and Disclosure.
The Vigil Mechanism provides a mechanism for employees of the Company to approach the
Chairperson of the Audit Committee of the Company for redressal. Details of the Vigil Mechanism
and Whistleblower policy are made available on the Company''s website at
www.globalpetind.com.
During the Financial Year 2024-25, no cases under this mechanism were reported to the
Company.
35. 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 are no significant and material orders passed by the Regulators / Courts / Tribunal which
would impact the going concern status of the Company and its future operations.
The details in respect of conservation of Energy, Technology Transfer and Foreign Exchange
Earning and outgo is as stated in the Annexure 4.
37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTION
No such instance of one-time settlement or valuation was done while taking or discharging loan
from the Banks/ Financial institutions occurred during the year.
There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016
during the year and at the end of the Financial Year 2024-2025.
Your Company has complied with the applicable Secretarial Standard with respect to meetings
of Board and its Committees and General Meetings respectively issued by the Institute of
Company Secretaries of India.
⢠The financial statements of the Company are placed on the Company''s website
www.globalpetind.com
⢠The directors'' responsibility statement as required by section 134(5) of the Act, appears in this
report.
⢠A Cash Flow Statement for Financial year 2024-2025 is attached to the Balance Sheet.
⢠The Company being listed on Emerge platform of the NSE Limited, Regulations 17, 17A, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 is not
applicable.
Your Board takes this opportunity to place on record our deep appreciation to our Shareholders,
Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange,
Regulatory and Government Authorities and other Stakeholders at large for all support rendered
during the year under review. We strive to build rewarding relationships with our stakeholders -
clients, employees, shareholders, business partners, communities and regulators - for achieving
our long-term vision aligned with our stakeholders'' interests.
The Directors also thank the Government of India, Governments of various states in India and
concerned Government departments and agencies for their co-operation. The Directors hereby
acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment
rendered by the employees of the Company during the year.
The Board also places its gratitude and appreciation for the support and co-operation from its
members and other regulators.
For and on behalf of the Board of Directors
of Global Pet Industries Limited
(Formerly known as Global Pet Industries Private Limited)
Date: August 30, 2025 Managing Director
Place: Palghar DIN: 00120996
Mar 31, 2024
Your Directors have pleasure in presenting the 11th Annual Report of Global Pet Industries Limited (Formerly Known as Global Pet Industries Private Limited) on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31,2024.
1. FINANCIAL PERFORMANCE
The summary of Audited financial performance of the Company for the Financial Year ended March 31, 2024 is summarized as under:
|
(Rs. In Lakhs except EPS) |
||
|
Particulars |
2023-2024 |
2022-2023 |
|
Revenue from Operations |
3914.63 |
3482.74 |
|
Other Income |
85.90 |
32.19 |
|
Total Income |
4000.53 |
3514.93 |
|
Total Expenditure (excluding depreciation) |
3735.48 |
3271.53 |
|
Net Operating Profit/Loss before depreciation |
265.05 |
243.40 |
|
Less: Depreciation |
(14.72) |
(20.20) |
|
Net Operating Profit/Loss after depreciation |
250.33 |
223.20 |
|
Exceptional Items |
33.81 |
46.31 |
|
Profit/(Loss) before Tax |
284.14 |
269.51 |
|
Less: Provision for taxation |
- |
- |
|
Current Tax |
(85.42) |
(71.38) |
|
Deferred Tax Asset |
7.23 |
f 1.76 |
|
NetProfit/(Loss) after Tax |
205.95 |
199.89 |
|
Earnings Per Share- Basic & Diluted |
2.27 |
2.82 |
The financial statements of the Company for Financial Year 2023-2024 have been prepared in compliance with the Companies Act, 2013 (the Act''), applicable Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and amendments thereto (the ''SEBI Listing Regulations'') are disclosed in accordance with Schedule III of the Act.
Your Company is in the business of manufacturing and trading of PET bottles machines for the last 1 decade. It is registered as a Public Limited Company and is listed on the Emerge platform of National Stock Exchange Limited ("NSE Limitedâ).
During the year under review, your Company''s total revenue from operations has increased to Rs. 3,914.63 Lakhs as compared to Rs. 3,482.74 Lakhs in the previous Financial Year. The Net operating profit of the Company has been increased to Rs. 205.95 Lakhs as compared to Rs. 199.89 Lakhs in the previous Financial Year.
Detailed information on the operations of the business and state of affairs of the Company are covered in the Management Discussion and Analysis Report ("MDARâ).
The Board of Directors of the Company has not recommend any dividend on equity shares for the Financial Year ended on March 31,2024.
During the year under review, there were no borrowings in the Company.
During the year under review, no amount was transferred to general reserves of the Company. The closing balance of the retained earnings for the Financial Year 2023-2024 after all appropriation and adjustments was Rs. 1,465.49 Lakhs.
There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.
Your Company does not have any Subsidiary or Joint Venture or Associate during the year under review.
During the year under review, the authorised share capital of the Company was Rs. 13,00,00,000 divided into 1,30,00,000 Equity Shares of Rs. 10/- each. The total issued, subscribed and paid up share capital of the Company as on March 31, 2024 was Rs. 9,78,74,080/- divided into 97,87,408 Equity Shares of Rs. 10/- each.
Further, during the financial year 2023-24, the Company came up with the Initial Public Offer (IPO) and allotted 27,00,000 Equity Shares for cash at an issue price ofRs.49/- per equity share (including a premium ofRs. 39/- per equity share), aggregating to Rs. 13,23,00,000/- on July 05,2023.
Further, there were no rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year. During the year under review, the Company has not increased the authorized share capital.
The Company''s equity shares are tradeable in dematerialized/electronic form. As on March 31,2024,100% of the Company''s total paid-up capital representing 9 7,87,408 equity shares were in dematerialized form.
The Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.
Details of loans, guarantee and investments, if any, covered under the provisions of Section 186 of the Companies Act are provided in the notes to financial statements.
All contracts/arrangement/transactions entered by the Company during FY 2023-24 with related parties was in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee was obtained for all related party transactions which are foreseen and of repetitive nature. A statement giving details of all related party transactions was placed before the Audit Committee and the Board of Directors for their approval/noting on a quarterly basis. Appropriate approvals of the members were taken, as applicable pursuantto the SEBI Listing Regulations.
The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 is annexed to this report as Annexure 1. Details of related party transactions are given in the notes to the financial statements.
The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board is uploaded on the Company''s website www.globalpetind.com.
Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is attached as Annexure 2 of this Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company''s various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2023-24.
Followingare the Directors as on March 31,2024:
|
Sr. No. |
Name of the Director |
DIN |
Category |
|
1 |
Mr. Bipin Nanubhai Panchal |
00120996 |
Promoter, Managing Director |
|
2 |
Mrs. Nisha Bipin Panchal |
06514766 |
Promoter, Whole-time Director |
|
3 |
Ms. Harmi Bipin Panchal |
09852052 |
Promoter, Non-Executive Director |
|
4 |
Ms. Hiral Jainesh Shah |
09810987 |
Non-Executive - Independent Director |
|
5 |
Ms. Rajvi Chirag Shah |
10092644 |
Non-Executive - Independent Director |
1) Cessation/Resignation: During the year under review, Mr. Paresh Vallabhbhai Raiyani having DIN: 10102005 tendered his resignation with effect from N ovember 30,202 3.
2) Appointment/Re-appointment: During the year under review, Mr. Paresh Vallabhbhai Raiyani having (DIN: 10102005) has been appointed as Non-Executive, Independent Director with effect from April 25,2023, Ms. Hiral Jainesh Shah having (DIN: 09810987) has been appointed as Non-Executive, Independent Director with effect from April 25,2023, Ms. Rajvi Chirag Shah, having (DIN: 10092644) has been appointed as Non-Executive and Independent Director with effect from April 2 5,202 3.
3) Change in Designation: During the year under review designation of Mrs. Nisha Bipin Panchal having (DIN: 06514766) has been changed from Additional Director to Whole-time Director with effect from April 2 5,202 3.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses if any incurred by them for the purpose of attending meetings of the Board / Committees of the Company.
None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Companies Act and SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("UCAâ). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.
During the year under review, Mr. Nimesh Raju Raichura has been appointed asCFOofthe Company with effect from April 25,2023.
Further, Ms. Rashmi Kumari has tendered her resignation from the post of Company Secretary and Compliance Officer of the Company with effect from closure of working hours of November 03, 2023. The Board placed on record their appreciation for Ms. Rashmi Kumari''s services to the Company. Further, the Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, has appointed Mr. Parth Hareshkumar Shah as Company Secretary and Compliance Officer of the Company with effect from January 31,2024.
Following were the Key Managerial Personnel''s as on March 31, 2024 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
|
Sr. No. |
Name of the KMP |
Designation |
|
1 |
Mr. Bipin Nanubhai Panchal |
Managing Director |
|
2 |
Mrs. Nisha Bipin Panchal |
Whole-time Director |
|
3 |
Mr. Nimesh Raju Raichura |
CFO |
|
4 |
Mr. Parth Hareshkumar Shah |
Company Secretary & Compliance Officer |
The Company has following committees in place in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:
a. Audit Committee;
b. Nomination and Remuneration Committee;
c. Stakeholders'' Relationship Committee.
The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meeting of committees are placed before the Board for information and/or for approval, as required. During the year under review, all recommendations received from its committees were accepted by the Board.
During the Financial Year 2023-24, Seven (7) Board Meetings were convened and held dated April 25, 2023, July 05, 2023, July 14, 2023, September 04, 2023, November 03,2023, December 01,2023 and January 30,2024, Three (3) Audit Committee Meetings were convened and held dated September 04,2023, November 03,2023 and January 30,2024, Two (2J Nomination and Remuneration Committee meeting were convened and held dated September 04,2023 and January 30,2024, One (1J Stakeholders'' Relationship Committee was convened and held dated January 30, 2024 and One (1) Independent Directors Meeting was convened and held dated January 30, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Board of Directors of the Company has reconstituted the composition of committees in the Board meeting dated December 01, 2023. Accordingly, the composition of the following committee is as follows:
|
A. Nomination and Remuneration Committee |
||
|
Sr. No. |
Name of Directors |
Designation in Committee |
|
1 |
Ms. Rajvi Chirag Shah |
Chairperson |
|
2 |
Ms. Hiral Jainesh Shah |
Member |
|
3 |
Ms. Harmi Bipin Panchal |
Member |
|
B. Audit Committee |
||
|
Sr. No. |
Name of Directors |
Designation in Committee |
|
1 |
Ms. Rajvi Chirag Shah |
Chairperson |
|
2 |
Mr. Bipin Nanubhai Panchal |
Member |
|
3 |
Ms. Hiral Jainesh Shah |
Member |
|
C. Stakeholder Relationship Committee |
||
|
Sr. No. |
Name of Directors |
Designation in Committee |
|
1 |
Ms. Rajvi Chirag Shah |
Chairperson |
|
2 |
Ms. Harmi Bipin Panchal |
Member |
|
3 |
Ms. Hiral Jainesh Shah |
Member |
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its Board, its Committees and the individual members of the Board (including the Chairperson). A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering the aforesaid aspects of the Board''s functioning. The overall performance of the Board and Committees of the Board was found satisfactory.
Further, the overall performance of Chairman, Executive Director and Non-Executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.
Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent director being evaluated.
The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Company management and the Board.
The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, CodeforFair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the directors, designated persons and immediate relatives of designated persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (''Insider Trading Regulations'').
Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board is subject to preclearance by compliance officer. Company Secretary has been appointed as the Compliance Officer for purpose of Insider Trading Regulations.
Designated persons have made annual disclosure to Company as per requirements of Insider Trading Regulations and Company''s Code of Conduct. The Code is available on website of the Companvatwww.globalpetind.com.
Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors.
The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 2 5 of the SEB1 Listing Regulations, that they meet the criteria of Independence laid down in Section 149(6) oftheActand Regulation 16(l)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors. The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his /her ability to discharge his/her duties with an objective independent judgmentand without any external influence.
The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at www.globalpetind.com.
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. The familiarization program aims to provide knowledge/information to the Independent Directors about their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management system of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. During the Financial Year 202 3-2024, the Independent Directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act, and SEBI Listing Regulations.
The details of familiarization programmes for the Independent Directors are disclosed on the Company''s website at www.globalDetind.com.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination & Remuneration policy. This policy inter alia provides:
(a) The criteria for determining qualifications, positive attributes and independence of Directors; and
(b) Policy on remuneration of directors, key managerial personnel and other employees.
The Policy is directed towards a compensation philosophy and structure that will reward and retain talent. The Nomination & Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company''s website at www.globalpetind.com
Pursuant to Section 134(3) (c) of the Companies Act, 2013 and to the best of Board''s knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:
(a) in the preparation of the annual accounts for the Financial Year ended on March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
(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 ofyour Company as at March 31,2024 and of the Profits of the Company for the Financial Year ended March 31,2024;
(c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a ''going concern'' basis;
(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and
operating effectively.
As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at the Annual General Meeting held on September 30, 2019 approved the appointment of M/s. Manhar Mandaliya & Co., Chartered Accountants (Firm Registration No: 126583W) as the Statutory Auditors of the Company for a term of 5 years till the conclusion of the 11th Annual General Meeting.
Further, the Board proposes to appoint M/s. NDAA& Associates LLP (Firm Registration No. 129486W/W100775) as Statutory Auditors of the Company to hold office for the period of 5 Years from the conclusion of this Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held for the financial year 2028-29 upon completion of the term of M/s. Manhar Mandaliya & Co., Chartered Accountants (Firm Registration No: 126583W).
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HRU and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024. The secretarial audit report forms a part of this Annual Report and is annexed as Annexure 3.
M/s. Adatiya & Associates, Chartered Accountants, performed the duties of internal auditors of the Company for the Financial Year 2023-24 and their report is reviewed by the Audit committee.
The Maintenance of the cost records, for the services rendered by the Company is not required pursuant to Section 148(1) of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and accordingly it is not required to appoint Cost Auditor.
During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company. _
The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
As per the provisions of Section 135 ofthe Companies Act, 2013, your Company is not required to contribute funds for CSR.
A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is placed on Company''s website at www.globalpetind.com.
Your Company had 106 employees as on March 31, 2024. The statement containing particulars of employees as required under Section 197(12) ofthe Act, read along with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) ofthe Act read along with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure C and forms part of this report.
Your directors would like to record their appreciation of the efficient and loyal service rendered by the employees.
The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company.
During the Year under review the company has not received any complaints on sexual harassment.
Pursuant to Section 134 (3)(n) ofthe Act and Regulation 4(2) (f) ofSEBl Listing Regulations, the Company has put in place comprehensive Risk Management Policy which inter alia, includes identification of elements of those risks which in the opinion of the Board may threaten the existence of the Company. Further, the Company has adequate risk management mechanism and same is periodically reviewed by the Audit Committee and Board. The major risk identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level. The Company has been addressing various risks impacting the Company and brief view ofthe Company on risk management has been disclosed in the Management DiscussionandAnalysis Report.
In Compliance with Section 177(9) of the Act and Regulation 22 of SEB1 Listing Regulation, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company''s vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company''s ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.
The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. Details of the Vigil Mechanism and Whistle blower policy are made available on the Company''s website at www.globalpetind.com.
During the Financial Year 2023-24, no cases under this mechanism were reported to the Company.
There are no significant and material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.
The details in respect of conservation of Energy, Technology Transfer and Foreign Exchange Earning and outgo is as stated in the Annexure-5.
The Equity Shares of the Company got listed on the NSE Emerge platform with effect from July 10, 2023. The Listing fees to these Stock Exchanges and custodian fees to NSDL and CDSL have been paid by the Company for the Financial Year 2023-2024.
No such instance of one-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial institutions occurred during the year.
There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 during the year and at the end of the Financial Year 2023-2024.
Your Company has complied with the applicable Secretarial Standard with respect to meetings of Board and its Committees and General Meetings respectively issued by the Institute of Company Secretaries of India.
⢠The financial statements of the Company are placed on the Company''s website www.globalpetind.com
⢠The directors'' responsibility statement as required by section 134(5} of the Act, appears in this report.
⢠There is no change in the nature of business of the Company during F inancial Year 2024.
⢠A Cash Flow Statement for Financial year 202 3-2024 is attached to the Balance Sheet.
⢠The Company being listed on Emerge platform ofthe NSE Limited, Regulations 17,17A, 18,19,20,21,22,23,24,24A, 25,26,27 and clauses (b) to (i) and (t) of sub-regulation (2} ofRegulation46andpara C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 is not applicable.
Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders'' interests.
The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees ofthe Company during the year.
The Board also places its gratitude and appreciation for the support and co-operation from its members and other regulators.
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