Directors Report of Pyramid Technoplast Ltd.
Your Directors are pleased to present the 28th Annual Report on business and operations of Pyramid Technoplast Limited
(Formerly known as Pyramid Technoplast Private Limited) ("Pyramid or the Company") together with the Audited
Standalone Financial Statements for the Financial Year (''FY'') ended March 31, 2026.
FINANCIAL SUMMARY AND HIGHLIGHTS:
|
Particulars |
FY 2025-26 |
FY 2024-25 |
|
Revenue from operations |
68,090.84 |
59,133.55 |
|
Other Income |
28792 |
380.08 |
|
Total Income |
68,378.76 |
59,513.63 |
|
Profit before Depreciation, Finance Cost and Tax Expense |
5,892.66 |
4,67741 |
|
Less: Depreciation and Amortization Expenses |
1,192.98 |
794.89 |
|
Profit before Finance Cost and Tax Expense |
4,699.67 |
3,882.52 |
|
Less: Finance Costs |
753.43 |
269.69 |
|
Profit before Tax Expense |
3,946.24 |
3,612.89 |
|
Less: Tax Expense (Current & Deferred) |
1,064.46 |
945.63 |
|
Profit after Tax |
2,881.79 |
2,66726 |
|
Add/(Less): Other Comprehensive Income/loss for the year |
(36.46) |
(45.71) |
|
Total Comprehensive Income |
2,918.25 |
2,712.97 |
STATE OF THE COMPANY''S AFFAIRS:
Your Company is an industrial packaging company engaged
in the manufacturing of polymer-based molded products and
industrial packaging solutions. The Company specializes in
rigid Intermediate Bulk Containers (IBCs), Polymer Drums
and Mild Steel (MS) Drums, catering primarily to the
chemical, agrochemical, specialty chemical, pharmaceutical
and allied industries.
During the year under review, the Company continued
to strengthen its manufacturing capabilities and expand
its geographical presence, while focusing on improving
its product mix and operational efficiencies. The major
developments during the year are as follows:
Expansion of Manufacturing Capacity - Wada Unit, Maharashtra
The Company''s newly established manufacturing facility at
Wada, Maharashtra commenced commercial operations
during the previous year and scaled up operations
during FY 2025-26.
The Wada facility has added capacities across Polymer
Drums, IBCs and MS Drums and has enabled the Company
to establish manufacturing capacity across all its major
product categories in Maharashtra. During Q4 FY 2025-26,
the Wada facility was operating across all three product
categories, with utilisation levels of approximately 72%
for HDPE Drums, 68% for IBCs and 51% for MS Drums.
The Company expects utilisation of the Wada facility to
further increase in the coming years.
Commissioning of Recycling Facility - Unit IX
As part of its strategy towards backward integration, cost
optimisation and sustainability, the Company commissioned
its plastic and plastic products recycling facility at
Bharuch, Gujarat.
The facility has an annual recycling capacity of approximately
5,000 MT and is designed to cater to around 10-12% of the
Company''s annual raw material requirements. The facility is
expected to reduce dependence on external sourcing and
imports, improve supply chain resilience and contribute
towards optimisation of raw material costs.
The Company is in the process of obtaining the requisite final
licence from the pollution control authorities for handling
unwashed containers.
Investment in Renewable Energy
The Company continued its initiatives towards renewable
energy and reduction in power costs through development
of captive solar power facilities.
During FY 2025-26, 6 MW of the planned solar capacity
was commissioned in October 2025. Subsequently, an
additional 5 MW capacity at Bharuch, Gujarat and 2.25
MW capacity in Maharashtra commenced operations in
February 2026. The balance capacity is proposed to be added
in the subsequent phase.
The renewable energy initiatives are expected to reduce
the Company''s dependence on conventional power
sources, improve energy efficiency and provide long-term
operating cost benefits. Upon commissioning of the planned
capacity, the Company expects significant annual savings
in power costs.
Financial Performance
During the year under review, the Company recorded
revenue from operations of '' 680.90 crore as compared to
'' 591.30 crore in the previous year, registering a growth of
approximately 15%. Total income stood at '' 683.80 crore as
against '' 595.10 crore in FY 2024-25.
The Company''s EBITDA increased to '' 58.90 crore from
'' 46.80 crore in the previous year, representing growth of
approximately 26%. EBITDA margin improved from 79% to
8.6%. Profit after tax increased to '' 28.80 crore from '' 26.70
crore in the previous year.
The improvement in operating performance was supported
by higher volumes, an improved product mix and increasing
utilisation of the Company''s expanded manufacturing
capacities. During the latter part of the year, the Company
also began to witness operating leverage from the newly
commissioned facilities.
The Company continued to focus on improving operational
efficiency through automation, capacity optimisation and
cost-control initiatives. Approximately 90% automation
has been achieved in processes relating to MS Drum
manufacturing, with the objective of reducing manpower
requirements, improving production efficiency and
enhancing margins.
The recycling facility and captive solar power projects
represent important steps towards strengthening the
Company''s backward integration and sustainability
initiatives. These projects are expected to contribute to
lower raw material and energy costs, enhance supply
chain resilience and support the Company''s long-term
sustainability objectives.
The Company will continue to pursue a disciplined approach
towards capacity utilisation, automation, cost optimisation
and sustainable manufacturing, with the objective of
achieving profitable and sustainable growth and creating
long-term value for its stakeholders.
TRANSFER TO RESERVE:
There is no amount proposed to be transferred to any
reserves for the FY 2025-26.
DIVIDEND:
Your Directors have recommended final Dividend of
'' 0.50/- (5%) per equity share of face value of '' 10/- for the
financial year 2025-26 out of the profits of the company
which shall be paid on or after October 03, 2026 if declared
by the members of the company at the 28th Annual General
Meeting ("AGM").
Dividend Distribution Policy
The dividend recommended is in accordance with
Company''s Dividend Distribution Policy. The Dividend
Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (''SEBI
LODR'') is available on the Company''s Website athttps://
pvramidtechnoplast.com/wp-content/uploads/2025/06/
Dividend-Distribution-Policy-1.pdf
Investor Education and Protection Fund (IEPF):
Your Company is not required to transfer any amount of
unpaid/ unclaimed dividend for the financial year 2025-26 to
the Investor Education and Protection Fund (''IEPF'').
CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature business of the
Company during the FY ending March 31,2026.
SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE
COMPANY:
As on March 31,2026, Company doesn''t have any Subsidiary,
Joint Venture and Associate Companies.
Pursuant to the provisions of Section 129(3) of the Act, a
report on the performance and financial position of the
subsidiary, associate and joint venture in Form AOC-1 is not
applicable to the Company.
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 are no material changes and commitments affecting
the financial position of the Company, which has occurred
between the end of the FY for the Company i.e. March 31,
2026, and the date of this Board''s Report.
During the year under review, there was no change in the
authorised share capital of the Company. The paid-up Equity
Share Capital as at March 31,2026 stood at '' 36,78,48,000.
Further the Company has not bought back any of its securities
or issued any Sweat Equity Shares or issued any differential
voting rights shares or provided any Stock Option Scheme to
the employees during the year under review.
LISTING ON BSE LIMITED AND NATIONAL
STOCK EXCHANGE OF INDIA LIMITED:
The equity shares of the Company continue to remain listed
on BSE Limited and National Stock Exchange of India Limited
(collectively "Stock Exchanges").
The listing fees for FY 2025-26 have been paid to the
Stock Exchanges.
Pursuant to Section 92(3) and Section 134(3) (a) of the
Act, read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the extract of Annual
Return has been uploaded on the Company''s website
on https://pyramidtechnoplast.com/disclosures-under-
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of the Company is duly constituted in accordance
with the prevailing provisions of the Section 149 of the
Companies Act, 2013 read with Regulation 17 of the Listing
Regulations, as amended from time to time. During the year
under review, there were no changes in the composition of
the Board of Directors of the Company.
As on the date of this Report, the Company''s Board comprises
of six (6) Directors, out of which, three (3) are Non-Executive
Independent Directors including one (1) Woman Director.
A) Re-appointment of Director retiring by rotation:
I n accordance with the provisions of Section 152 of
the Act and the Company''s Articles of Association,
Mr. Jaiprakash Bijaykumar Agarwal (DIN: 01490093) is
liable to retire by rotation at the ensuing Annual General
Meeting ("AGM") and being eligible offers himself for
re-appointment.
The Board recommends the re-appointment of
Mr. Jaiprakash Bijaykumar Agarwal for the consideration
of the Members of the Company at the ensuing
AGM. The relevant details, including the profile
of, Mr. Jaiprakash Bijaykumar Agarwal is included
separately in the Notice of AGM.
B) Declaration by Independent Directors:
All Independent Directors of the Company have given
declarations under Section 149(7) of the Act that
they meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation 16(1)
(b) and other applicable provisions of the SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI
Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties with an objective independent judgement
and without any external influence. The Independent
Directors hold office for a fixed term of five years and
are not liable to retire by rotation. In the opinion of the
Board, the Independent Directors fulfill the conditions
of independence specified in Section 149(6) of the Act
and Regulation 16(1)(b) and other applicable provisions
of the SEBI Listing Regulations.
The terms and conditions of appointment of the
Independent Directors are placed on the website
of the Company athttps://pyramidtechnoplast.com/
wp-content/uploads/2024/01/Terms-and-Conditions-of-
Appointment-of-ID.pdf
In compliance with the requirement of SEBI
Listing Regulations, the Company has put in place
a familiarization programme for the independent
Directors to familiarize them with their role, rights and
responsibility as Directors, the working of the Company,
nature of the industry in which the Company operates,
business model, etc. The details of familiarization
programme are explained in the Corporate Governance
Report and the same are also available on the website
of the Company athttps://pyramidtechnoplast.com/
wp-content/uploads/2024/01/Familiariza.pdf
C) Key Managerial Personnel:
Pursuant to the provisions of Sections 2(51) and 203
of the Act, read with the Rules framed thereunder,
the following are the Key Managerial Personnel
of the Company:
- Mr. Bijaykumar Agarwal, Chairman & Managing
Director
- Mr. Jaiprakash Bijaykumar Agarwal, Whole Time
Director & CFO
- Mrs. Madhu Jaiprakash Agarwal, Whole Time
Director
- *Ms. Chandrika Khatri, Company Secretary &
Compliance Officer (Appointed w.e.f. June 22, 2026)
*During the financial year 2025-26, Ms. Puja Sharma
resigned from the position of Company Secretary and
Compliance Officer of the Company w.e.f. November
11, 2025. Subsequently, Mr. Pramod Yadav was
appointed as Company Secretary and Compliance
Officer w.e.f. February 10, 2026 and he resigned from
the said position w.e.f. March 25, 2026. Subsequent
to the end of the financial year, Ms. Chandrika Khatri
was appointed as Company Secretary and Compliance
Officer of the Company w.e.f. from June 22, 2026.
D) Committees of the Board:
As required under the Act and the SEBI Listing
Regulations, the Company has constituted various
Committees. As on March 31, 2026, the Board has
constituted the following five committees:
1) Audit Committee;
2) Nomination and Remuneration Committee;
3) Stakeholders Relationship Committee;
4) Corporate Social Responsibility Committee;
5) Finance Committee.
During the year, all recommendations made by the
committees were approved by the Board.
Details of all the committees along with their main
terms, composition and meetings held during the year
under review are provided in the Report on Corporate
Governance, a part of this Annual Report.
E) Nomination and Remuneration Policy:
The Board of Directors Pursuant to Section 178 (3) of the
Companies Act, 2013 and Regulation 19 of the Listing
Regulations, has framed a policy which lays down a
framework in relation to appointment and remuneration
of Directors, Key Managerial Personnel, Senior
Management, and other employees of the Company
("Policy"). The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of
remuneration to Executive and Non-executive Directors
(by way of sitting fees and commission), Key Managerial
Personnel, Senior Management and other employees.
The Policy also provides the criteria for determining
qualifications, positive attributes and independence of
Director and criteria for appointment of Key Managerial
Personnel/Senior Management and performance
evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors
whilst taking a decision on the potential candidates.
The salient features of the Nomination and
Remuneration Policy of the Company are outlined in
the Corporate Governance Report which forms part of
this Annual Report. The Policy is also available on the
website of the Company athttps://pyramidtechnoplast.
com/wp-content/uploads/2023/04/Nomination-and-
Remuneration-Policy.pdf
F) Whistle Blower Policy /Vigil Mechanism:
As per the provisions of Section 177(9) and (10) of
the Act and Regulation 22 of the Listing Regulations,
the Company has adopted a Whistle Blower Policy
for establishing a vigil mechanism for Directors and
Employees to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct and provide adequate
safeguards against victimisation of persons who
use such mechanism and makes provision for direct
access to the chairman of the Audit Committee in
appropriate or exceptional cases. The said policy has
been hosted on the Company''s website athttps://
pvramidtechnoplast.com/wp-content/uploads/2024/01/
Vigil-Mechanism-Ppdf
G) Annual Performance Evaluation:
Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board has carried out the annual
performance evaluation of the Directors individually
as well as evaluation of the working of the Board and
of the Committees of the Board, by way of individual
and collective feedback from Directors. The manner in
which the evaluation was conducted by the Company
and evaluation criteria have been explained in the
Corporate Governance Report which forms part of
this Annual Report.
The Board of Directors has expressed its satisfaction
with the evaluation process.
H) Number of Meetings of the Board:
The Board met Five (5) times during the financial year
2025-26. The intervening gap between the meetings
was within the period prescribed under the Act and
SEBI Listing Regulations. The Committees of the Board
usually meet the day before or on the day of the Board
meeting, or whenever the need arises for transacting
business. The details of meetings of the Board and
committees held during the financial year 2025-26
forms part of the Corporate Governance Report.
I) Remuneration of Directors, Key Managerial Personnel
and Senior Management:
The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management is in accordance
with the Nomination and Remuneration Policy
formulated in accordance with Section 178 of the Act
and Regulation 19 read with Schedule II of the Listing
Regulations. Further details on the same are given in
the Corporate Governance Report which forms part of
this Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Act, the Directors of the Company
state and confirm that:
a. in the preparation of the annual accounts for FY 2025-26,
the applicable accounting standards had been followed
and there are no material departures from the same.
b. it has 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 as
at March 31, 2026 and of the profit of the Company
for that period;
c. has 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. it has prepared the annual accounts on a going
concern basis;
e. it has laid down internal financial controls to be followed
by the Company and that such internal financial controls
are adequate and were operating effectively; and
f. it has devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEE, AND
INVESTMENTS:
The particulars of loans, guarantees and investments as per
Section 186 of the Act read with the Companies (Meeting
of Board and its powers) Rules, 2014 as on March 31,2026,
have been disclosed in the Notes to the Financial Statements
of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
As a part of its initiative under the Corporate Social
Responsibility ("CSR") drive, the Company, through the
Corporate Social Responsibility Committee of Board of
Directors, has undertaken projects in accordance with
Schedule VII of the Act and the Company''s CSR policy.
The Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed and marked as "Annexure-I" which forms
a part of this Report.
The company''s primary focus is not limited to creating
value but also extends to sharing it. The company considers
Corporate Social Responsibility one of the important means
of sharing value with the community in which it operates.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars
regarding conservation of Energy and Technology absorption. The Company on continues basis undertakes programs of
conserving energy. The details of the same are as follows:
Conservation of Energy:
|
⢠The steps taken or impact |
Energy conservation continues to receive priority attention at all levels. All efforts are |
|
|
on conservation of energy. |
made to conserve and optimize use of energy with continues monitoring, improvement |
|
|
in |
maintenance and distribution system and through improved operational techniques. |
|
|
⢠The steps taken by the |
Various steps taken by the Company in this regards, are given below: |
|
|
Company for utilizing |
> |
Installed Roof Top solar panels at unit 3 & 4 as alternative source of energy to reduce |
|
alternate sources of energy |
electricity consumption and in process to install at remaining units. |
|
|
> |
The Company has emphasized water conservation by adopting reuse and storage |
|
|
⢠The capital investment |
practices, ensuring sustainable utilization of natural resources. |
|
|
on energy conservation |
> |
To maintain efficiency, the Company has conducted third-party internal audits, |
|
equipment''s |
helping maximize adherence to quality and environmental standards. |
|
|
> |
The Company has focused on reducing electricity consumption through automation |
|
|
> |
Continuously replacing the inefficient equipment''s with latest energy efficient |
|
|
> |
Additionally, the Company has initiated the installation of ground-mounted solar power |
|
Technology absorption:
|
(i) |
The efforts made towards technology |
The Company has developed latest technology available for its production |
|
(ii) |
The benefits derived like product |
Company. The Company is making all possible efforts for technological |
|
(iii) |
in case of imported technology |
of manufacturing process. Steps taken by the Company in this regard; ⢠Using power saving technology in all its units. ⢠Adoption of CNG Vehicles and green house technology. |
|
⢠Has acquired automated plants and machinery to enable higher |
||
|
(iv) |
The expenditure incurred on Research |
NIL |
Foreign Exchange Earnings/ Outgo:
The details of Foreign Exchange Earnings and outgo are as follows:
|
Particulars |
FY 2025-26 |
FY 2024-25 |
|
Expenditure |
||
|
Raw materials and components |
28,159.00 |
23,909.39 |
|
Capital Goods |
196.85 |
725.97 |
|
Total |
28,355.85 |
24,635.36 |
|
Earnings |
3,572.52 |
834.56 |
|
Total |
3,572.52 |
834.56 |
The Audit Committee has been delegated the responsibility
for monitoring and reviewing risk management, assessment
and minimization procedures, developing, implementing
and monitoring the risk management plan and identifying,
reviewing and mitigating all elements of risks which the
Company may be exposed to.
APPLICATION / PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE,
2016:
During the year under review, no application was made
under Insolvency and Bankruptcy Code, 2016 by or against
your Company and no proceeding is pending under IBC.
DISCLOSURE ON ONE TIME SETTLEMENT:
During the year under review, there was no instance of
one-time settlement with banks or financial institutions;
hence the requirement to disclose the details of one time
settlement is not required by the Company.
SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS:
During the year under review, there are no significant
material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its
future operations.
A) Statutory Auditors & their Report:
M/s. Banka & Banka, Chartered Accountants have
submitted their Report on the financial statements of
the Company for the FY ended March 31, 2026, which
forms part of this Report, and it does not contain
any reservation, qualification or adverse remark.
The comments in the Auditors'' Report read with notes
to the accounts are self-explanatory.
Further the first term of M/s. Banka & Banka,
Chartered Accountants (Firm Registration No.
100979W), as the Statutory Auditors of the Company,
expires at the conclusion of the 28th Annual General
Meeting ("AGM") of the Company scheduled to be held
on September 22, 2026
The Board of Directors places on record its sincere
appreciation for the valuable professional services and
guidance rendered by M/s. Banka & Banka during their
tenure as the Statutory Auditors of the Company.
Based on the recommendation of the Audit Committee
and subject to the approval of the Members at the
ensuing AGM, the Board of Directors has recommended
the appointment of M/s. Desai Saksena & Associates,
Chartered Accountants (Firm Registration No.
102358W) as the Statutory Auditors of the Company
for a term of five consecutive years, to hold office from
the conclusion of the 28th AGM until the conclusion
of the 33rd AGM of the company, in accordance with
the provisions of Sections 139, 141, 142 and other
applicable provisions of the Companies Act, 2013, read
with the Rules made thereunder.
The remuneration payable to the Statutory Auditors shall
be determined by the Board of Directors based on the
recommendation of the Audit Committee, in consultation
with the Statutory Auditors, from time to time.
The proposed appointment of M/s. Desai Saksena &
Associates, Chartered Accountants, as the Statutory
Auditors of the Company is included at Item No.4 of
the Notice of the ensuing AGM and is placed before the
Members for their approval.
B) Secretarial Auditor & their Report:
I n accordance with the provisions of Section 204 of
the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Members of the Company
at the 27th Annual General Meeting approved the
appointment of M/s. RA Gala & Associates, Practicing
Company Secretaries (ICSI Firm Registration No.
P2019MH075400), as the Secretarial Auditors of the
Company for a term of five (5) consecutive financial
years, commencing from the Financial Year 2025-26 up
to the Financial Year 2029-30.
Accordingly, M/s. RA Gala & Associates, Practicing
Company Secretaries, continue to hold office as the
Secretarial Auditors of the Company for the said term.
Secretarial Audit Report issued by M/s. RA Gala &
Associates in Form MR-3 forms part to this Report as
"Annexure-II". The said report does not contain any
observation or qualification requiring explanation or
adverse remark.
A Secretarial Compliance Report for the FY ended
March 31, 2026, on compliance of all applicable SEBI
regulations and circulars/guidelines issued thereunder,
was obtained from M/s. RA Gala & Associates, and
submitted to the stock exchange.
C) Internal Auditor:
In accordance with provisions of Section 138 of the Act
read with the Companies (Accounts) Rules, 2014, the
Company has appointed M/s. Vishal Maheshwari and
Associates, Chartered Accountants, (Firm Registration
No: 144232W) as the Internal Auditor of the Company
for conducting internal audit for the FY 2025-26.
Subsequent to the closure of the financial year, on the
recommendation of the Audit Committee and approval
of the Board of Directors at its meeting held on June 22,
2026, appointed M/s. Manisha Chandak & Associates,
Chartered Accountants, (FRN: 141890W) as the Internal
Auditor of the Company for conducting internal audit for
the financial year 2026-27, pursuant to the provisions of
Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014.
The Internal Audit reports are reviewed by the Audit
Committee on a quarterly basis.
D) Cost Auditor:
In accordance with the provisions of Section 148
of the Act read with the Companies (Cost Records
and Audit) Rules, 2014, framed thereunder, the cost
audit records maintained by the Company in respect
of its manufacturing activities are required to be
audited. M/s. JNP & Associates (FRN: 000572), Cost
Accountants carried out the cost audit for applicable
businesses for FY 2025-26.
Based on the recommendation of the Audit Committee,
the Board of Directors has appointed M/s. JNP &
Associates (FRN: 000572), Cost Accountants, as the
Cost Auditors for the financial year 2026-27The Company
has received a certificate from M/s. JNP & Associates,
confirming that they are not disqualified from being
appointed as the Cost Auditors of the Company.
The remuneration payable to the Cost Auditors is
required to be placed before the members in the general
meeting for their ratification. Accordingly, a resolution
seeking member''s ratification for the remuneration
payable to M/s. JNP & Associates, Cost Accountants, is
included at Item No.5 of the Notice of the ensuing AGM.
REPORTING OF FRAUD
During the year under review, the Statutory Auditors and
Secretarial Auditor and Cost Auditor of the Company have
not reported any instances of fraud committed by Company''s
officers or employees which are required to be reported to
the Audit Committee under Section 143(12) of the Act.
DISCLOSURE UNDER PREVENTION OF
SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT:
The Company has adopted a Sexual Harassment Policy on
prevention, prohibition, and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder.
The aim of the policy is to provide protection to employees at
the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment,
where employees feel secure. The Policy is available at the
Registered Office of the Company and is accessible to all the
employees of the Company. The Company has not received
any complaints during the FY 2025-2026.
STATEMENT W.R.T. COMPLIANCE WITH THE
PROVISIONS RELATING TO MATERNITY
BENEFITS ACT, 1961
Your Company is committed to ensuring a safe, supportive,
and inclusive workplace for all women employees. All eligible
women employees have been extended the benefits under
the said Act, including maternity leave, nursing breaks, and
other statutory entitlements as prescribed. Your Company has
duly complied with the provisions of the Maternity Benefits
Act, 1961, as amended from time to time. Your Company
continuously strives to maintain a work environment that
upholds the rights and well-being of its women workforce in
accordance with applicable laws.
PUBLIC DEPOSITS:
During the year under review, the Company has not
accepted any deposits covered under Chapter V of the Act.
Accordingly, no disclosure or reporting is required in respect
of details relating to deposits.
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:
The Management Discussion and Analysis Report for the
year under review as required under Regulation 34 read
with Schedule V of the Listing Regulations is annexed to this
Report as "Annexure-IN"
CORPORATE GOVERNANCE:
Maintaining high standards of Corporate Governance has
been fundamental to the business of the Company since
its inception. As per Regulation 34(3) read with Schedule
V of the SEBI Listing Regulations, a separate section on
corporate governance practices followed by the Company,
together with the following declarations/certifications forms
an integral part of this Corporate Governance Reporting
hereby enclosed as "Annexure-IV":
a. A declaration signed by Mr. Bijaykumar Agarwal, Chairman
& Managing Director and Mr. Jaiprakash Agarwal,
Whole Time Director & CFO stating that the members
of Board of Directors and senior management personnel
have affirmed compliance with the Company''s Code of
Business Conduct and Ethics;
b. A compliance certificate from the Company''s Secretarial
Auditor confirming compliance with the conditions of
Corporate Governance; and
c. A certificate of the MD and CFO of the Company,
inter alia, confirming the correctness of the financial
statements and cash flow statements, adequacy of the
internal control measures and reporting of matters to
the Audit Committee.
Report on Corporate Governance and Certificate of the Auditor
of the Company regarding compliance of the conditions of
Corporate Governance as stipulated in Part C of Schedule V
of the Listing Regulations, are provided in a separate section
forming part of this Report as "Annexure-IV"
INTERNAL CONTROL SYSTEM AND THEIR
ADEQUACY:
The Company has in place adequate internal financial controls
with reference to the financial statements. Internal audits are
undertaken on a quarterly basis by Internal Auditors covering
all units and business operations to independently validate
the existing controls. Reports of the Internal Auditors are
regularly reviewed by the management and corrective action
is initiated to strengthen the controls and enhance the
effectiveness of the existing systems. The Audit Committee
evaluates the efficiency and adequacy of the financial control
system in the Company and strives to maintain the standards
in the Internal Financial Control.
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY
TRANSACTIONS:
All transactions entered with related parties as defined
under the Act during the FY were in the ordinary course of
business and on an arm''s length pricing basis and do not
attract the provisions of Section 188 of the Act. There were
no materially significant transactions with the related parties
during the FY 2025-2026 which were in conflict with the
interest of the Company and hence, enclosing Form AOC-2
is not required. Suitable disclosure as required by the
Accounting Standard (AS 18) has been made in the notes to
the Financial Statements.
PARTICULARS OF EMPLOYEES:
The total number of permanent employees of the Company
as on March 31,2026, was 594.
The requisite details under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 form
part of "Annexure-V" to this Report.
The requisite details relating to the remuneration of the
specified employees under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report. Further, this
Report and Financial Statements are being sent to Members
excluding the aforesaid annexure. In terms of Section 136
of the Act, the said annexure will be open for inspection
by any Member. Interested Members may write to the
Company Secretary.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.
OTHER DISCLOSURES / CONFIRMATIONS:
a. Neither the Managing Director & Chief Financial Officer
nor the Executive Director of the Company received
any remuneration or commission from any of the
subsidiaries of the Company, as the Company does not
have any subsidiaries.
b. The Company has not failed to implement any corporate
action during the year under review.
c. The disclosure pertaining to explanation for any
deviation or variation in connection with certain terms
of a public issue, rights issue, preferential issue, etc.
is not applicable to the Company.
d. The Company''s securities were not suspended during
the year under review.
e. There was no revision of financial statements and Board''s
Report of the Company during the year under review.
APPRECIATION & ACKNOWLEDGEMENTS:
The Board wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated
efforts put in by all the employees of the Company.
The Directors take this opportunity to express their grateful
appreciation for the encouragement, cooperation and support
received from all the stakeholders including but not limited to
the Government authorities, bankers, customers, suppliers
and business associates. The Directors are thankful to the
esteemed shareholders for their continued support and the
confidence reposed in the Company and its management.
For and on behalf of the Board
Pyramid Technoplast Limited
Sd/-
Bijaykumar Agarwal
Chairman & Managing Director
DIN: 01490141
Your Directors are pleased to present the 27th Annual Report of Pyramid Technoplast Limited (Formerly known as Pyramid
Technoplast Private Limited) ("Pyramid or the Company") together with the audited financial statements for the year ended
March 31,2025.
FINANCIAL SUMMARY AND HIGHLIGHTS:
|
('' in Lakhs) |
||
|
Particulars |
F.Y.2024-25 |
F.Y.2023-24 |
|
Revenue from operation |
59,133.55 |
53,242.26 |
|
Other Income |
380.08 |
473.26 |
|
Profit before Depreciation, Finance Cost and Tax Expense |
4,67741 |
4,878.93 |
|
Less: Depreciation and Amortization Expenses |
794.89 |
635.30 |
|
Profit before Finance Cost and Tax Expense |
3,882.52 |
4,243.63 |
|
Less: Finance Costs |
269.69 |
233.76 |
|
Profit before Tax Expense |
3,612.89 |
4,009.87 |
|
Less: Tax Expense (Current & Deferred) |
945.63 |
1,075.65 |
|
Profit after Tax |
2,66726 |
2,934.22 |
|
Add/(Less): Other Comprehensive Income/loss for the year |
(45.71) |
(4.19) |
|
Total Comprehensive Income |
2,712.97 |
2,930.03 |
STATE OF THE COMPANY''S AFFAIRS:
Your Company is an industrial packaging company
engaged in the manufacturing of polymer-based
molded products (Polymer Drums), primarily catering
to the chemical, agrochemical, specialty chemical, and
pharmaceutical industries.
The Company specializes in rigid Intermediate Bulk Containers
(IBCs), Polymer Drums, and Mild Steel (MS) Drums, and
is one of the leading manufacturers of rigid IBCs in India.
These IBCs are industrial-grade containers designed for bulk
handling, transportation, and storage of liquids, semi-solids,
pastes, and solids, with capacities positioned between
standard shipping drums and intermodal tank containers.
During the year under review, the Company continued to
pursue its growth strategy through capacity expansion and
sustainability initiatives. Key developments include:
⢠Expansion through Recycling Facility - Unit IX
(Bharuch, Gujarat):
The Company has acquired approximately 4,44780
sq. meters of land in Bharuch to set up a recycling
plant for plastic and plastic products, including HDPE
packaging materials. With an estimated capital outlay of
'' 8-10 crore (inclusive of land), the facility is expected
to be commissioned in FY 2025-26. This backward
integration initiative will reduce input costs and support
sustainability goals. Surplus output from the plant, not
used for captive consumption, is intended to be sold
externally, creating an additional revenue stream.
⢠Investment in Renewable Energy - Solar Projects:
To improve energy efficiency and reduce the Company''s
carbon footprint, two solar power projects have
been initiated:
⢠A 2.25 MWdc solar photovoltaic project in Maharashtra,
targeted for commissioning by January 31,2025, with a
total project value of '' 8.55 crore.
⢠A 13 MWdc solar photovoltaic project in Gujarat, with
expected commissioning by May 31,2025, and an EPC
cost of '' 42.90 crore (excluding land cost). Approximately
40 acres of land has been earmarked for the same.
⢠Post-Year-End Update - Commencement of Wada
Unit (Unit VIII):
Subsequent to the end of the financial year, in
May 2025, the Company commenced commercial
operations at its newly established Unit VIII located at Wada,
Palghar District, Maharashtra. This unit is spread over 10
acres and is being developed in phases. Phase I includes
manufacturing capacities of:
⢠720,000 HDPE Drums (50L and 200L)
⢠1,50,000 IBCs
⢠3,36,000 MS Drums
As on the date of this Report, the Company has a network
of nine manufacturing units, of which Unit VIII & IX are
recently added. Of these, Unit VIII at Wada has commenced
commercial operations in FY 2025-26, and Unit IX (Recycling
Plant) is under implementation.
During the year under review, the Company has earned total
revenue of '' 59,133.55 lakhs in comparison to '' 53,242.26
lakhs during the previous year.
The Company has earned net profit of '' 2,66726 lakhs in
comparison to net profit of '' 2,934.22 during the previous year.
The Company remains focused on enhancing operational
efficiencies, expanding capacities, and adopting sustainable
practices to drive long-term value creation.
TRANSFER TO RESERVE:
There is no amount proposed to be transferred to any
reserves for the Financial Year ("FY") 2024-25.
DIVIDEND:
Dividend Distribution Policy
Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''SEBI
LODR''), the Board of Directors of the Company had
formulated a Dividend Distribution Policy (''the Policy'').
The Policy is available on the Company''s website on https://
pyramidtechnoplast.com/wp-content/uploads/2025/06/
Dividend-Distribution-Policy-1 .pdf
The Board of Directors has recommended final Dividend
of '' 0.50/- (5%) per equity share of face value of '' 10/- for
the financial year 2024-25 out of the profits of the company
which shall be paid on or after October 03, 2025 if declared
by the members of the company at the 27th Annual General
Meeting ("AGM").
TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend in the books
or any Unpaid Dividend declared and paid last year, the
provisions of Section 125 of the Companies Act, 2013 ("The
Act") does not apply to your Company.
CHANGE IN NATURE OF BUSINESS:
There has been no change in the business of the Company
during the FY ending March 31,2025.
SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE
COMPANY:
As on March 31,2025, Company doesn''t have any Subsidiary,
Joint Venture and Associate Companies.
Pursuant to the provisions of Section 129(3) of the Act, a
report on the performance and financial position of the
subsidiary, associate and joint venture in Form AOC-1 is not
applicable to the Company.
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 are no material changes and commitments affecting
the financial position of the Company, which has occurred
between the end of the FY for the Company i.e. March 31,
2025, and the date of this Board''s Report.
SHARE CAPITAL:
The paid-up Equity Share Capital as at March 31,2025 stood
at '' 36,78,48,000. During the FY under review, the Company
has not bought back any of its securities or issued any Sweat
Equity Shares or issued any differential voting rights shares
or provided any Stock Option Scheme to the employees.
LISTING ON BSE LIMITED AND NATIONAL STOCK
EXCHANGE OF INDIA LIMITED:
The equity shares of the Company continue to remain listed
on BSE Limited and National Stock Exchange of India Limited
(collectively "Stock Exchanges").
The listing fees for FY 2024-25 have been paid to the
Stock Exchanges.
ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Act,
read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the extract of Annual Return
has been uploaded on the Company''s website on https://
pyramidtechnoplast.com/wp-content/uploads/2025/08/
Annual-Return_2024-25.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of the Company is duly constituted in accordance
with the requirements of the Act read with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations").
A) Directors:
In accordance with the provisions of Section 152 of
the Act and the Company''s Articles of Association,
Mr. Bijaykumar Agarwal (DIN: 01490141) is liable
to retire by rotation at the ensuing Annual General
Meeting ("AGM") and being eligible offers himself for
re-appointment.
The Board recommends the re-appointment of,
Mr. Bijaykumar Agarwal for the consideration of
the Members of the Company at the ensuing
AGM. The relevant details, including the profile of,
Mr. Bijaykumar Agarwal is included separately in
the Notice of AGM.
As on the date of this Report, the Company''s Board
comprises of six (6) Directors, out of which, three (3)
are Non-Executive Independent Directors including
one (1) Woman Director. The composition of the Board
is in conformity with Regulation 17 of the SEBI Listing
Regulations and with the provisions of the Act.
B) Independent Directors:
All Independent Directors of the Company have given
declarations under Section 149(7) of the Act that
they meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation 16(1)
(b) and other applicable provisions of the SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI
Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties with an objective independent judgement
and without any external influence. The Independent
Directors hold office for a fixed term of five years and
are not liable to retire by rotation. In the opinion of the
Board, the Independent Directors fulfill the conditions
of independence specified in Section 149(6) of the Act
and Regulation 16(1)(b) and other applicable provisions
of the SEBI Listing Regulations.
The terms and conditions of appointment of the
Independent Directors are placed on the website
of the Company at https://pyramidtechnoplast.com/
wp-content/uploads/2024/01/Terms-and-Conditions-of-
Appointment-of-ID.pdf
In compliance with the requirement of SEBI
Listing Regulations, the Company has put in place
a familiarization programme for the independent
Directors to familiarize them with their role, rights and
responsibility as Directors, the working of the Company,
nature of the industry in which the Company operates,
business model, etc. The details of familiarization
programme are explained in the Corporate Governance
Report and the same are also available on the website
of the Company at https://pyramidtechnoplast.com/
wp-content/uploads/2024/01/Familiariza.pdf
C) Key Managerial Personnel:
Pursuant to the provisions of Sections 2(51) and 203 of the
Act, read with the Rules framed thereunder, the following
are the Key Managerial Personnel of the Company:
- Mr. Bijaykumar Agarwal, Chairman & Managing Director
- Mr. Jaiprakash Bijaykumar Agarwal, WholeTime Director
& CFO
- Mrs. Madhu Jaiprakash Agarwal, Whole Time Director
- *Ms. Puja Sharma, Company Secretary & Compliance
Officer
*During the FY, Ms. Zoya Jahur Shaikh has resigned as Company
Secretary and Compliance Officer of the Company w.e.f. January 15,
2025, and Ms. Puja Sharma was appointed as Company Secretary
and Compliance Officer of the Company w.e.f. February 03, 2025.
D) Committees of the Board:
The Company has Five Board Committees as on
March 31,2025:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
4) Corporate Social Responsibility Committee
5) Finance Committee
During the year, all recommendations made by the
committees were approved by the Board.
Details of all the committees along with their main
terms, composition and meetings held during the year
under review are provided in the Report on Corporate
Governance, a part of this Annual Report.
E) Nomination and Remuneration Policy:
The Board of Directors has framed a policy which lays
down a framework in relation to appointment and
remuneration of Directors, Key Managerial Personnel,
Senior Management, and other employees of the
Company ("Policy"). The Policy broadly lays down the
guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive
Directors (by way of sitting fees and commission),
Key Managerial Personnel, Senior Management and
other employees. The Policy also provides the criteria
for determining qualifications, positive attributes and
independence of Director and criteria for appointment
of Key Managerial Personnel/Senior Management
and performance evaluation which are considered by
the Nomination and Remuneration Committee and
the Board of Directors whilst taking a decision on the
potential candidates.
The salient features of the Nomination and
Remuneration Policy of the Company are outlined in
the Corporate Governance Report which forms part of
this Annual Report. The Policy is also available on the
website of the Company at https://pyramidtechnoplast.
com/wp-content/uploads/2023/04/Nomination-and-
Remuneration-Policy.pdf
) Whistle Blower Policy /Vigil Mechanism:
As per the provisions of Section 177(9) and (10) of
the Act and Regulation 22 of the Listing Regulations,
the Company has adopted a Whistle Blower Policy
for establishing a vigil mechanism for Directors and
Employees to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct and provide adequate
safeguards against victimisation of persons who
use such mechanism and makes provision for direct
access to the chairman of the Audit Committee in
appropriate or exceptional cases. The said policy has
been hosted on the Company''s website at https://
pyramidtechnoplast.com/wp-content/uploads/2024/01/
Vigil-Mechanism-Ppdf
i) Performance Evaluation:
Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board has carried out the annual
performance evaluation of the Directors individually
as well as evaluation of the working of the Board and
of the Committees of the Board, by way of individual
and collective feedback from Directors. The manner in
which the evaluation was conducted by the Company
and evaluation criteria have been explained in the
Corporate Governance Report which forms part of
this Annual Report.
The Board of Directors has expressed its satisfaction
with the evaluation process.
) Number of Meetings of the Board:
Five (5) Board meetings were held during the financial
year 2024-25. The intervening gap between the
meetings was within the period prescribed under the Act
and SEBI Listing Regulations. The details of meetings of
the Board held during the financial year 2024-25 forms
part of the Corporate Governance Report.
Remuneration of Directors, Key Managerial Personnel and
Senior Management:
The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management is in accordance
with the Nomination and Remuneration Policy
formulated in accordance with Section 178 of the Act
and Regulation 19 read with Schedule II of the Listing
Regulations. Further details on the same are given in
the Corporate Governance Report which forms part of
this Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Act, the Directors of the Company
state and confirm that:
a. in the preparation of the annual accounts for FY 2024-25,
the applicable accounting standards had been followed
and there are no material departures from the same.
b. the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit and
loss of the Company for that period;
c. the Directors had 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 had prepared the annual accounts on a
going concern basis.
e. the Directors had laid down internal financial controls
to be followed by the Company and that such ms are
adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.
PARTICULARS OF LOANS, GUARANTEE, AND
INVESTMENTS:
The particulars of loans, guarantees and investments as per
Section 186 of the Act read with the Companies (Meeting
of Board and its powers) Rules, 2014 as on March 31,2025,
have been disclosed in the Notes to the Financial Statements
of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
As a part of its initiative under the Corporate Social
Responsibility ("CSR") drive, the Company, through the
Corporate Social Responsibility Committee of Board of
Directors, has undertaken projects in accordance with
Schedule VII of the Act and the Company''s CSR policy.
The Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed and marked as "Annexure-I" which forms a
part of this Report.
The company''s primary focus is not limited to creating value but also extends to sharing it. The company considers Corporate
Social Responsibility one of the important means of sharing value with the community in which it operates.
Energy conservation, technology absorption and foreign exchange earnings and outgo:
Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars
regarding conservation of Energy and Technology absorption. The Company on continues basis undertakes programs of
conserving energy. The details of the same are as follows:
Conservation of Enerov:
|
⢠The steps taken or |
impact |
Energy conservation continues to receive priority attention at all levels. All efforts are |
||
|
on conservation of energy |
made to conserve and optimize use of energy with continues monitoring, improvement |
|||
|
⢠The steps |
taken |
by the |
in |
maintenance and distribution system and through improved operational techniques. |
|
Company for |
utilizing energy |
Various steps taken by the Company in this regards, are given below: |
||
|
⢠The |
capital |
> |
Installed Roof Top solar panels at unit 3 & 4 as alternative source of energy to |
|
|
investment |
on |
energy |
reduce electricity consumption and in process to install at remaining units. |
|
|
conservation equipment''s |
> |
The Company has emphasized water conservation by adopting reuse and storage |
||
|
practices, ensuring sustainable utilization of natural resources. |
||||
|
> |
To maintain efficiency, the Company has conducted third-party internal audits, |
|||
|
> |
The Company has focused on reducing electricity consumption through automation |
|||
|
> |
Continuously replacing the inefficient equipment''s with latest energy efficient |
|||
Tenhnnlnnv absorption:
|
(i) |
The efforts made towards |
The Company has developed latest technology available for its production or its production |
|
technology absorption |
process keeping in view of available resources with the Company. The Company is |
|
|
(ii) |
The benefits derived like |
making all possible efforts for technological advancement of its production process so |
|
product improvement, |
as to achieve product improvement, development of new products and reduction of |
|
|
cost reduction, product |
costs at level of manufacturing process. |
|
|
development or |
Steps taken by the Company in this regard; |
|
|
(iii) |
in case of imported |
⢠Using power saving technology in all its units. |
|
technology (imported during |
⢠Adoption of CNG Vehicles and green house technology. |
|
|
the last three years reckoned |
||
|
from the beginning of the FY) |
⢠Has aacquired automated plants and machinery to enable higher efficiency, and to |
|
|
maintain consistency in quality |
||
|
(iv) |
The expenditure incurred on |
NIL |
Foreign Exchange Earnings/ Outgo:
The details of Foreign Exchange Earnings and outgo are as follows:
|
Particulars |
For the year ended |
For the years ended |
|
Expenditure |
||
|
Raw materials and components |
23,909.39 |
25,956.80 |
|
Capital Goods |
725.97 |
949.14 |
|
Total |
24,635.36 |
26,905.93 |
|
Earnings |
834.56 |
953.46 |
|
Total |
834.56 |
953.46 |
RISK MANAGEMENT:
The Audit Committee has been delegated the responsibility
for monitoring and reviewing risk management, assessment
and minimization procedures, developing, implementing
and monitoring the risk management plan and identifying,
reviewing and mitigating all elements of risks which the
Company may be exposed to.
APPLICATION / PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application was made
under Insolvency and Bankruptcy Code, 2016 by or against
your Company and no proceeding is pending under IBC.
DISCLOSURE ON ONE TIME SETTLEMENT:
During the year under review, there was no instance of
one-time settlement with banks or financial institutions;
hence the requirement to disclose the details of one time
settlement is not required by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS:
During the year under review, there are no significant
material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its
future operations.
AUDITORS:
A) Statutory Auditors & their Report:
Pursuant to the provisions of Section 139 of the Act and
rules made thereunder, M/s. Banka & Banka, Chartered
Accountants (Firm Registration No. 100979W) were
appointed as Statutory Auditor of the Company at the
24th AGM held on September 30, 2022, for a period of
four (4) consecutive years from the conclusion of that
AGM till the conclusion of the 28th AGM.
M/s. Banka & Banka, Chartered Accountants have
submitted their Report on the financial statements of
the Company for the FY ended March 31, 2025, which
forms part of this Report, and it does not contain
any reservation, qualification or adverse remark.
The comments in the Auditors'' Report read with notes
to the accounts are self-explanatory.
B) Secretarial Auditor & their Report:
Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed Mr. Rinkesh Gala,
proprietor of M/s. Rinkesh Gala & Associates Practicing
Company Secretaries (COP No. 20128), for conducting
Secretarial Audit of the Company for the FY ended on
March 31,2025.
Secretarial Audit Report issued by Mr. Rinkesh Gala in
Form MR-3 forms part to this Report as "Annexure-II".
The said report does not contain any observation or
qualification requiring explanation or adverse remark.
A Secretarial Compliance Report for the FY ended
March 31, 2025, on compliance of all applicable SEBI
regulations and circulars/guidelines issued thereunder,
was obtained from Mr. Rinkesh Gala, Practicing Company
Secretary, and submitted to the stock exchange.
The Board recommends to the members of the
Company the appointment of M/s. RA Gala & Associates,
Practicing Company Secretaries, as the Secretarial
Auditor of the Company for a term of five consecutive
financial years, from FY 2025-26 to FY 2029-30.
C) Internal Auditor:
Pursuant to the provisions of Section 138 of the Act
read with the Companies (Accounts) Rules, 2014, the
Company has appointed Mr. Rajesh G. Shroff, Chartered
Accountant, (Mem No: 037318) as the Internal Auditor
of the Company for conducting internal audit for
the FY 2024-25.
The Internal Audit reports are reviewed by the Audit
Committee on a quarterly basis.
D) Cost Auditor:
Pursuant to the provisions of Section 148 of the
Act read with the Rules framed thereunder, the cost
audit records maintained by the Company in respect
of its manufacturing activities are required to be
audited. M/s. JNP & Associates (FRN: 000572), Cost
Accountants carried out the cost audit for applicable
businesses during the year.
Based on the recommendation of the Audit Committee,
the Board of Directors has appointed M/s. JNP &
Associates (FRN: 000572), Cost Accountants as the Cost
Auditors for the financial year 2025-26. The Company
has received a certificate from M/s. JNP & Associates,
confirming that they are not disqualified from being
appointed as the Cost Auditors of the Company.
The remuneration payable to the Cost Auditors is
required to be placed before the members in the general
meeting for their ratification. Accordingly, a resolution
seeking member''s ratification for the remuneration
payable to M/s. JNP & Associates, Cost Accountants, is
included at Item No.3 of the Notice of the ensuing AGM.
REPORTING OF FRAUD
There was no instance of fraud reported during the year
under review, which required the Statutory Auditors, Cost
Auditor or Secretarial Auditor to report the same to the Audit
Committee of the Company under Section 143(12) of the Act
and Rules framed thereunder.
DISCLOSURE UNDER PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT:
The Company has adopted a Sexual Harassment Policy on
prevention, prohibition, and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder.
The aim of the policy is to provide protection to employees at
the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment,
where employees feel secure. The Policy is available at the
Registered Office of the Company and is accessible to all the
employees of the Company. The Company has not received
any complaints during the FY under review.
PUBLIC DEPOSITS:
During the year under review, the Company has not
accepted any deposits covered under Chapter V of the Act.
Accordingly, no disclosure or reporting is required in respect
of details relating to deposits.
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:
The Management Discussion and Analysis Report for the
year under review as required under Regulation 34 read
with Schedule V of the Listing Regulations is annexed to this
Report as "Annexure-IM"
CORPORATE GOVERNANCE:
Maintaining high standards of Corporate Governance has
been fundamental to the business of the Company since
its inception. As per Regulation 34(3) read with Schedule
V of the SEBI Listing Regulations, a separate section on
corporate governance practices followed by the Company,
together with the following declarations/certifications forms
an integral part of this Corporate Governance Reporting
hereby enclosed as "Annexure-IV":
a. A declaration signed by Mr. Bijaykumar Agarwal,
Chairman & Managing Director and Mr. Jaiprakash
Agarwal, Whole Time Director & CFO stating that the
members of Board of Directors and senior management
personnel have affirmed compliance with the Company''s
Code of Business Conduct and Ethics;
b. A compliance certificate from the Company''s Secretarial
Auditor confirming compliance with the conditions of
Corporate Governance;
c. A certificate of Non-Disqualification of Directors from
the Secretarial Auditor of the Company; and
d. A certificate of the MD and CFO of the Company,
inter alia, confirming the correctness of the financial
statements and cash flow statements, adequacy of the
internal control measures and reporting of matters to
the Audit Committee.
Report on Corporate Governance and Certificate of the Auditor
of the Company regarding compliance of the conditions of
Corporate Governance as stipulated in Part C of Schedule V
of the Listing Regulations, are provided in a separate section
forming part of this Report as "Annexure-IV"
INTERNAL CONTROL SYSTEM AND THEIR
ADEQUACY:
The Company has in place adequate internal financial controls
with reference to the financial statements. Internal audits are
undertaken on a quarterly basis by Internal Auditors covering
all units and business operations to independently validate
the existing controls. Reports of the Internal Auditors are
regularly reviewed by the management and corrective action
is initiated to strengthen the controls and enhance the
effectiveness of the existing systems. The Audit Committee
evaluates the efficiency and adequacy of the financial control
system in the Company and strives to maintain the standards
in the Internal Financial Control.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTY TRANSACTIONS:
All transactions entered with related parties as defined
under the Act during the FY were in the ordinary course of
business and on an arm''s length pricing basis and do not
attract the provisions of Section 188 of the Act. There were
no materially significant transactions with the related parties
during the FY which were in conflict with the interest of
the Company and hence, enclosing Form AOC-2 is not
required. Suitable disclosure as required by the Accounting
Standard (AS 18) has been made in the notes to the
Financial Statements.
PARTICULARS OF EMPLOYEES:
The total number of permanent employees of the Company
as on March 31, 2025, was 519. The requisite details
under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of "Annexure-V"
to this Report.
The requisite details relating to the remuneration of the
specified employees under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report. Further, this
Report and Financial Statements are being sent to Members
excluding the aforesaid annexure. In terms of Section 136
of the Act, the said annexure will be open for inspection
by any Member. Interested Members may write to the
Company Secretary.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.
OTHER DISCLOSURES / CONFIRMATIONS:
a. Neither the Managing Director & Chief Financial Officer
nor the Executive Director of the Company received
any remuneration or commission from any of the
subsidiaries of the Company, as the Company does not
have any subsidiaries.
b. The Company has not failed to implement any corporate
action during the year under review.
c. The disclosure pertaining to explanation for any
deviation or variation in connection with certain terms
of a public issue, rights issue, preferential issue, etc.
is not applicable to the Company.
d. The Company''s securities were not suspended during
the year under review.
e. There was no revision of financial statements and Board''s
Report of the Company during the year under review.
APPRECIATION & ACKNOWLEDGEMENTS:
The Board wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated
efforts put in by all the employees of the Company.
The Directors take this opportunity to express their grateful
appreciation for the encouragement, cooperation and support
received from all the stakeholders including but not limited to
the Government authorities, bankers, customers, suppliers
and business associates. The Directors are thankful to the
esteemed shareholders for their continued support and the
confidence reposed in the Company and its management.
Registered Office For and on behalf of the Board
Office No. 02, 02nd Floor, Pyramid Technoplast Limited
Shah Trade Centre,
Rani Sati Marg, Malad (E), Sd/-
Mumbai - 400097 _
Bijaykumar Agarwal
Place: Mumbai DIN: 01490141
Date: August 07, 2025 Chairman & Managing Director
Your Directors are pleased to present the 26th Annual Report of Pyramid Technoplast Limited (Formerly known as Pyramid Technoplast Private Limited (âPyramid or the Companyâ) together with the audited financial statements for the year ended March 31, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS:
(H in lakhs)
|
Particulars |
F.Y.2023-24 |
F.Y.2022-23 |
|
Revenue from operation |
53,242.26 |
48,002.51 |
|
Other Income |
473.26 |
200.22 |
|
Profit before Depreciation, Finance Cost and Tax Expense |
4,878.93 |
5,179.25 |
|
Less: Depreciation and Amortization Expenses |
635.30 |
492.58 |
|
Profit before Finance Cost and Tax Expense |
4,243.63 |
4,686.67 |
|
Less: Finance Costs |
233.76 |
405.30 |
|
Profit before Tax Expense |
4,009.87 |
4,281.37 |
|
Less: Tax Expense (Current & Deferred) |
1,075.65 |
1,105.29 |
|
Profit after Tax |
2,934.22 |
3,176.08 |
|
Add/(Less): Other Comprehensive Income/loss for the year |
(4.19) |
28.60 |
|
Total Comprehensive Income |
2,930.03 |
3,204.68 |
STATE OF THE COMPANYâS AFFAIRS:
Your Company is an industrial packaging Company engaged in the business of manufacturing polymer based moulded products (Polymer Drums) mainly used by chemical, agrochemical, speciality chemical and pharmaceutical Companies for their packaging requirements.
The Company specialize in rigid Intermediate Bulk Containers (IBCs), Polymer Drums and Mild steel drums (âMS Drumsâ) used by the chemical, agrochemical, specialty chemical, and pharmaceutical industries and is one of the leading manufacturers of rigid Intermediate Bulk Containers (IBC) in India. IBCs are industrial-grade containers engineered for the mass handling, transport, and storage of liquids, semi-solids, pastes, or solids. Rigid IBCs are manufactured across a volume range which is in between that of standard shipping drums and intermodal tank containers, hence the title intermediate bulk container.
Pyramid operates across 7 manufacturing units with capacities of 23,514 MTPA for Polymer Drums, 420,000 Units of IBC, and 10,800 MTPA for MS Drums.
During the year under review, the Company has earned total revenue of H 53,242.26 lakhs in comparison to H 48,002.51 lakhs during the previous year.
The Company has earned net profit of H 2,934.22 lakhs in comparison to net profit of H 3,176.08 during the previous year.
TRANSFER TO RESERVE:
There is no amount proposed to be transferred to any reserves for the Financial Year (âFYâ) 2023-24.
DIVIDEND:
Considering the need for conserving the funds for future business growth, your Directors have not recommended any dividend for the FY 2023-24.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 (âThe Actâ) does not apply to your Company.
CHANGE IN NATURE OF BUSINESS:
There has been no change in the business of the Company during the FY ending March 31, 2024.
SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:
As on March 31, 2024, Company doesn''t have any Subsidiary, Joint Venture and Associate Companies.
Pursuant to the provisions of Section 129(3) of the Act, a report on the performance and financial position of the subsidiary, associate and joint venture in Form AOC-1 is not applicable to the Company.
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 are no material changes and commitments affecting the financial position of the Company, which has occurred between
the end of the FY for the Company i.e. March 31, 2024, and the date of this Board''s Report.
SHARE CAPITAL:
As of date of this report the authorized share capital of the Company is H 40,00,00,000/- (Rupees Forty Crore Only) divided into 4,00,00,000 (Four Crores Only) Equity Shares having face value of H 10/- (Rupees Ten Only).
Further, in the month of August 2023, the Company offered up to 92,20,000 equity shares of face value of Rs 10 each (âequity sharesâ) for cash at a price of H 166 per equity share (including a premium of H 156 per equity share) (âoffer priceâ) aggregating up to H 15,305.20 lakhs through an Initial Public Offer (IPO).
The offer comprises fresh issue of up to 55,00,000 equity shares aggregating up to H 9130.00 lakhs (âfresh issueâ) and an offer for sale of up to 37,20,000 equity shares by selling shareholder of the Company aggregating up to H 6175.20 lakhs (âOFSâ).
The Company got listed on August 29, 2023 on BSE Limited (âBSEâ) and National Stock Exchange of India Limited (âNSEâ).
During the FY under review, the Company has not bought back any of its securities or issued any Sweat Equity Shares or issued any differential voting rights shares or provided any Stock Option Scheme to the employees.
LISTING ON BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED:
The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively âStock Exchangesâ).
The listing fees for FY 2024-25 have been paid to the Stock Exchanges.
ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return has been uploaded on the Company''s website on https://pyramidtechnoplast.com/wp-content/uploads/2024/07/Annual-Return_2023-24.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of the Company is duly constituted in accordance with the requirements of the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
A) Directors:
In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mrs. Madhu Jaiprakash Agarwal (DIN: 02267682) is liable to retire by rotation at the ensuing Annual General Meeting (âAGMâ) and being eligible offers herself for re-appointment.
The Board recommends the re-appointment of Mrs. Madhu Jaiprakash Agarwal for the consideration of the Members
of the Company at the ensuing AGM. The relevant details, including the profile of Mrs. Madhu Jaiprakash Agarwal is included separately in the Notice of AGM.
As on the date of this Report, the Company''s Board comprises of six (6) Directors, out of which, three (3) are NonExecutive Independent Directors including one (1) Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and with the provisions of the Act.
During the FY, Mr. Sudhir Varma resigned from the post of Independent Director on the Board of the Company w.e.f. June 1, 2023.
B) Independent Directors:
All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.
The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https:// pyramidtechnoplast.com/wp-content/uploads/2024/01/ Terms-and-Conditions-of-Appointment-of-ID.pdf
In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarization programme for the independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarisation programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at https://pyramidtechnoplast.com/ wp-content/uploads/2024/01/Familiariza.pdf
C) Key Managerial Personnel:
Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder, the following are the Key Managerial Personnel of the Company:
- Mr. Bijaykumar Agarwal, Chairman & Managing Director
- Mr. Jaiprakash Bijaykumar Agarwal, Whole Time Director & CFO
- Mrs. Madhu Jaiprakash Agarwal, Whole Time Director
- *Ms. Zoya Jahur Shaikh, Company Secretary & Compliance Officer
* During the FY, Mr. Chandrakant Joge was resigned as Company Secretary and Compliance Officer of the Company w.e.f. January 6, 2024, and Ms. Zoya Jahur Shaikh was appointed as Company Secretary and Compliance Officer of the Company w.e.f. January 7, 2024.
D) Committees of the Board:
The Company has Five Board Committees as on March 31, 2024:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
4) Corporate Social Responsibility Committee
5) Finance Committee
During the year, all recommendations made by the committees were approved by the Board.
Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.
E) Nomination and Remuneration Policy:
The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company (âPolicyâ). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Nonexecutive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.
The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at https://puramidtechnoplast.com/wp-content/ uploads/2023/04/Nomination-and-Remuneration-Policy.pdf
F) Whistle Blower Policy /Vigil Mechanism:
As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct and provide adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Company''s website at https:// puramidtechnoplast.com/wp-content/uploads/2024/01/ Vigil-Mechanism-P.pdf
G) Performance Evaluation:
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria have been explained in the Corporate Governance Report which forms part of this Annual Report.
The Board of Directors has expressed its satisfaction with the evaluation process.
H) Number of Meetings of the Board:
Sixteen (16) Board meetings were held during the financial year 2023-24. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of meetings of the Board held during the financial year 2023-24 forms part of the Corporate Governance Report.
I) Remuneration of Directors, Key Managerial Personnel and Senior Management:
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.
DIRECTORâS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Act, the Directors of the Company state
and confirm that:
a. in the preparation of the annual accounts for FY 2023-24, the applicable accounting standards had been followed and there are no material departures from the same.
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;
c. the Directors had 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 had prepared the annual accounts on a going concern basis.
e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEE, AND INVESTMENTS:
The particulars of loans, guarantees and investments as per Section 186 of the Act read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31, 2024, have been disclosed in the Notes to the Financial Statements of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
As a part of its initiative under the Corporate Social Responsibility (âCSRâ) drive, the Company, through the Corporate Social
Responsibility Committee of Board of Directors, has undertaken projects in accordance with Schedule VII of the Act and the Company''s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as âAnnexure-Iâ which forms a part of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on continues basis undertakes programs of conserving energy. The details of the same are as follows:
|
Conservation of Energy: |
|||
|
⢠|
The steps taken or impact on |
Energy conservation continues to receive priority attention at all levels. All efforts are made to |
|
|
conservation of energy |
conserve and optimize use of energy with continues monitoring, improvement in maintenance |
||
|
⢠|
The steps taken by the Company for utilizing alternate sources of energy |
and distribution system and through improved operational techniques. Various steps taken by the Company in this regards, are given below: ⢠Installed Roof Top solar panels at unit 3 & 4 as alternative source of energy to reduce |
|
|
electricity consumption and in process to install at remaining units. |
|||
|
⢠|
The capital investment on energy conservation equipment''s |
⢠Made arrangements for harvesting of rainwater and re-use it at unit 5 and in process to do |
|
|
the same at other plants. |
|||
|
⢠Conducted Power Quality Audit at various plants to check on actual utilisation and any |
|||
|
wastage thereof. |
|||
|
⢠Continuously replacing the inefficient equipment''s with latest energy efficient technology & |
|||
|
up gradation of equipment''s continually. |
|||
|
Technology absorption: |
|||
|
(i) |
The efforts made towards technology absorption |
The Company has developed latest technology available |
|
|
(ii) |
The benefits derived like product improvement, cost reduction, |
for its production or its production process keeping in view |
|
|
product development or import substitution. |
of available resources with the Company. The Company is |
||
|
(iii) |
in case of imported technology (imported during the last three |
making all possible efforts for technological advancement of |
|
|
years reckoned from the beginning of the FY) |
its production process so as to achieve product improvement, |
||
|
development of new products and reduction of costs at level of manufacturing process. |
|||
|
Steps taken by the Company in this regard; |
|||
|
⢠Using power saving technology in all its units. |
|||
|
⢠Adoption of CNG Vehicles and green house technology. |
|||
|
(iv) |
The expenditure incurred on Research and Development |
NIL |
|
Foreign Exchange Earnings/ Outgo:
The details of Foreign Exchange Earnings and outgo are as follows:
|
Particulars |
For the year ended 31st March, 2024 |
For the years ended 31st March 2023 |
|
Expenditure |
||
|
Raw materials and components |
25,956.80 |
19,533.45 |
|
Capital Goods |
949.14 |
671.29 |
|
Total |
26,905.93 |
20,204.74 |
|
Earnings |
953.46 |
4.66 |
|
Total |
953.46 |
4.66 |
RISK MANAGEMENT:
The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimisation procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.
APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application was made under Insolvency and Bankruptcy Code, 2016 by or against your Company and no proceeding is pending under IBC.
DISCLOSURE ON ONE TIME SETTLEMENT:
During the year under review, there was no instance of onetime settlement with banks or financial institutions; hence the requirement to disclose the details of one time settlement is not required by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, there are no significant material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
AUDITORS:
A) Statutory Auditors & their Report:
Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s. Banka & Banka, Chartered Accountants (Firm Registration No. 100979W) were appointed as Statutory Auditor of the Company at the 24th AGM held on September 30, 2022, for a period of four (4) consecutive years from the conclusion of that AGM till the conclusion of the 27th AGM.
M/s. Banka & Banka, Chartered Accountants have submitted their Report on the financial statements of the Company for the FY ended March 31, 2024, which forms part of this Report, and it does not contain any reservation, qualification or adverse remark. The comments in the Auditors'' Report read with notes to the accounts are self-explanatory.
B) Secretarial Auditor & their Report:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Rinkesh Gala, proprietor of M/s. Rinkesh Gala & Associates Practicing Company Secretaries (COP No. 20128), for conducting Secretarial Audit of the Company for the FY ended on March 31, 2024.
Secretarial Audit Report issued by Mr. Rinkesh Gala in Form MR-3 forms part to this Report as âAnnexure-IIâ. The said report does not contain any observation or qualification requiring explanation or adverse remark.
A Secretarial Compliance Report for the FY ended March 31, 2024, on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Rinkesh Gala, Practicing Company Secretary, and submitted to the stock exchange.
C) Internal Auditor:
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Rajesh G. Shroff, Chartered Accountant, (Mem No: 037318) as the Internal Auditor of the Company.
The Internal Audit reports are reviewed by the Audit Committee on a quarterly basis.
D) Cost Auditor:
Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. M/s. JNP & Associates (FRN: 00 0572), Cost Accountants carried out the cost audit for applicable businesses during the year.
Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. JNP & Associates (FRN: 000572), Cost Accountants as the Cost Auditors for the financial year 2024-25. The Company has received a certificate from M/s. JNP & Associates, confirming that they are not disqualified from being appointed as the Cost Auditors of the Company.
The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting
for their ratification. Accordingly, a resolution seeking member''s ratification for the remuneration payable to M/s. JNP & Associates, Cost Accountants, is included at Item No.3 of the Notice of the ensuing AGM.
REPORTING OF FRAUD
There was no instance of fraud reported during the year under review, which required the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the same to the Audit Committee of the Company under Section 143(12) of the Act and Rules framed thereunder.
DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT:
The Company has adopted a Sexual Harassment Policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy is available at the Registered Office of the Company and is accessible to all the employees of the Company. The Company has not received any complaints during the FY under review.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review as required under Regulation 34 read with Schedule V of the Listing Regulations is annexed to this Report as âAnnexure-IIIâ.
CORPORATE GOVERNANCE:
Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting hereby enclosed as âAnnexure-IVâ:
a. A declaration signed by Mr. Bijaykumar Agarwal, Chairman & Managing Director and Mr. Jaiprakash Agarwal, Whole Time Director & CFO stating that the members of Board of Directors and senior management personnel have
affirmed compliance with the Company''s Code of Business Conduct and Ethics;
b. A compliance certificate from the Company''s Secretarial Auditor confirming compliance with the conditions of Corporate Governance;
c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and
d. A certificate of the MD and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.
Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Report as âAnnexure-IVâ.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:
All transactions entered with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES:
The total number of permanent employees of the Company as on March 31, 2024, was 662. The requisite details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of âAnnexure-Vâ to this Report.
The requisite details relating to the remuneration of the specified employees under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. Further, this Report and Financial Statements are being sent to Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure will
be open for inspection by any Member. Interested Members may
write to the Company Secretary.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
OTHER DISCLOSURES / CONFIRMATIONS:
a. Neither the Managing Director & Chief Financial Officer nor the Executive Director of the Company received any remuneration or commission from any of the subsidiaries of the Company, as the Company does not have any subsidiaries.
b. The Company has not failed to implement any corporate action during the year under review.
c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public
issue, rights issue, preferential issue, etc. is not applicable to the Company.
d. The Company''s securities were not suspended during the year under review.
e. There was no revision of financial statements and Board''s Report of the Company during the year under review.
APPRECIATION & ACKNOWLEDGEMENTS:
The Board wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.
Registered Office For and on behalf of the Board
Office No. 02, 02nd Floor, Pyramid Technoplast Limited
Shah Trade Centre,
Rani Sati Marg, Malad (E), Sd/-
Mumbai - 400097 _
Bijaykumar Agarwal
DIN: 01490141
Date: August 9, 2024 Chairman & Managing Director
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