Your Director have pleasure in presenting their 22nd Annual Report on the business and operation of the company and the accounts for the financial year ended 31st March 2025.
1. Financial Summary or Highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand-alone financial statements of the company. (Rs.In
Lacs)
|
Particulars
|
2024-25
|
2023-24
|
|
Sales and Other Income
|
9379.79
|
8796.41
|
|
Less: Total Expenses
|
8575.59
|
8307.67
|
|
Profit before Tax (PBT)
|
804.20
|
488.74
|
|
Less: Current Tax
|
(198.84)
|
(103.52)
|
|
Deferred Tax
|
2.70
|
(23.69)
|
|
Net Profit after Tax (PAT)
|
608.06
|
361.53
|
|
Share Capital
|
1550.00
|
50.00
|
|
Reserves
|
584.48
|
1476.42
|
|
Total shareholder funds
|
2134.48
|
1526.42
|
|
Earnings Per Share
|
|
|
|
1) Basic
|
|
|
| |
3.90
|
2.37
|
|
2) Diluted
|
|
|
|
3.90
|
2.37
|
2. Reserves & Surplus:
The Company has transferred Rs. 608.06 to the Reserves for the Financial Year ended March 31,2025.
3. Operations & State of Affairs of the Company:
During the financial year under review, the Company had not ventured into any new business and had not carried out any business activities. New business avenues are still under consideration.
4. Change in the nature of business, if any:
There is no change in the nature of business for the financial year under review.
5. Capital Structure:
A) Authorized Share Capital
During the period under review, the Authorized share capital of the Company has been increased from Rs. 50,00,000 (Rupees Fifty Lakhs Only) to Rs. 5,00,00,000 (Rupees Five Crores Only) divided into 50,00,000 equity shares of Rs.10 (Rupees Ten Only) each as approved by the shareholders in Extraordinary General Meeting held on 24th April, 2024.
Further vide Extra-Ordinary General Meeting Resolution dated 04th January, 2025 the equity share capital has been increased from Rs. 5,00,00,000 (Rupees Five Crores Only) to Rs. 22,00,00,000 (Rupees Twenty Two Crores) divided into 2,20,00,000 (Two Crores Twenty Lakhs) equity shares of Rs. 10 each.
B) Paid up share Capital
The paid-up share capital of the Company was increased from Rs. 50,00,000 (Rupees Fifty Lakhs) divided into 5,00,000 shares of 10 (Rupees Ten Only) each to 15,50,00,000 (Fifteen Crore Fifty Lakhs) divided into 1,55,00,000 (One Crore Fifty Five Lakhs) shares of 10 (Rupees Ten Only) each on account of:
• Allotment of 1,50,00,000 (One Crore Fifty Lakhs) Bonus Equity Shares of Rs. 10/- (Rupees Ten Only) each fully paid-up aggregating to Rs. 15,00,00,000 /- (Rupees Fifteen Crore only) to the existing shareholders by passing resolution at the meeting of the Board dated March 18, 2025.
6. Dividend:
Your Company has not declared any interim dividend during the financial year under review and considering the financial position of the Company and future orientation, the Board did not recommend any final dividend for the financial year ended March 31, 2025.
7. Details of new subsidiaries, associates and joint ventures:
Your Company does not have any Subsidiaries, Associates and Joint Ventures and during the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate of the Company.
8. Directors and Key Managerial Personnel
The constitution of board and key managerial personnel during the year is as follows:
|
S.
No
|
Name
|
Designation
|
Date of appointment
|
Date of cessation & Mode of Cessation
|
|
1.
|
Hiren Bhawanji Shah
|
Managing Director
|
06/01/2004
|
-
|
|
2.
|
Deven Bhawanji Shah
|
Whole-time Director
|
06/01/2004
|
-
|
|
3.
|
Bhawanji Khimji Shah
|
Director
|
06/01/2004
|
-
|
|
4.
|
Sharadchandra Kishorilal Patel
|
Independent Director
|
01/02/2025
|
-
|
|
5.
|
Gajanan Vinayak Godbole
|
Independent Director
|
01/02/2025
|
-
|
|
6.
|
Swati Sandeep Nivalkar
|
Independent Director
|
01/02/2025
|
-
|
9. Directors:
A) Changes in Directors and Key Managerial Persons:
During the period under review, there has been following changes in Directors and Key Managerial Persons:
The designation of Mr. Deven Bhawanji Shah (DIN: 00467647) has changed from Director to Whole Time Director and also appointed as Chief Executive Officer (CEO) of the Company by the members at the Extra Ordinary General Meeting held on February 01, 2025.
The designation of Mr. Hiren Bhawanji Shah (DIN: 00467575) has changed from Director to Managing Director by the members at the Extra Ordinary General Meeting held on February 01, 2025.
The designation of Mr. Bhawanji Khimji Shah (DIN: 00467483) has changed from Director to Executive Chairman of the Company by the members at the Extra Ordinary General Meeting held on February 01, 2025.
Mr. Gajanan Vinayak Godbole (DIN: 10910386) has been appointed as Non-Executive Independent Director by the members at the Extra Ordinary General Meeting held on February 01, 2025.
Mrs. Swati Sandeep Nivalkar (DIN: 06922647) has been appointed as Non-Executive Independent Director by the members at the Extra Ordinary General Meeting held on February 01, 2025.
Mr. Sharadchandra Kishorilal Patel (DIN: 01514926) has been appointed as Non-Executive Independent Director by the members at the Extra Ordinary General Meeting held on February 01, 2025.
Mr. Karan Deven Shah has been appointed as Chief Financial Officer (CFO) of the Company by the Board at the Board meeting held on February 01, 2025.
Ms. Shrutika Lalan Mandal has been appointed as Company Secretary of the Company by the Board at the Board meeting held on February 01, 2025.
B) Declaration by an Independent Director(s) and reelection, if any:
In accordance to sub-section (7) of Section 149 of the Companies Act, 2013, the Independent Directors appointed by the members of the Company have given Declaration to the effect that they meet all the criteria of Independence as per sub-section (6) of Section 149 of the Companies Act, 2013 at the first meeting of the Board in which they participated as a Director, at the first meeting of the Board in every financial year and thereafter whenever there was any change in the circumstances which may affect their status of Independence.
C) Details of Managerial Remuneration required to be Disclosed in Board Report as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
|
NAME
|
AMOUNT (IN Lakhs)
|
| |
|
|
Bhawanji K Shah
|
3.62
|
|
Deven B Shah
|
5.46
|
|
Hiren B Shah
|
5.47
|
D) Policy on director's appointment and remuneration:
Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at www.iyotiglobalplast.com.
E) Disclosure of remuneration of employees covered under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
None the employees of the Company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore & Two lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakhs & Fifty Thousand or more per month.
10. Meetings:
Board Meetings
During the Financial Year 2024-25, the Company held 14 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings. Further, the requisite quorum was present for all the meetings.
|
No. of Meeting
|
Date of Meeting
|
|
1
|
April 01, 2024
|
|
2
|
June 25, 2024
|
|
3
|
August 27, 2024
|
|
4
|
September 05, 2024
|
|
5
|
October 24, 2024
|
|
6
|
January 03, 2025
|
|
7
|
February 01, 2025
|
|
8
|
February 24, 2025
|
|
9
|
March 03, 2025
|
|
10
|
March 18, 2025
|
|
11
|
March 21, 2025
|
|
12
|
March 24, 2025
|
|
13
|
March 29, 2025
|
|
14
|
March 31, 2025
|
Annual General Meeting:
The 22nd Annual General Meeting of the company shall be held on Monday, 29th September, 2025 at 03:00 p.m. at the registered office of the company.
Extra Ordinary General Meeting:
During the year, the Company held 6 Extra Ordinary General Meeting as per Section 100 of Companies Act, 2013.
|
No. of Meeting
|
Date of Meeting
|
|
1
|
^^^^^^^^^^^^“September 18, 2024
|
|
2
|
October 25, 2024
|
|
3
|
January 04, 2025
|
|
4
|
February 01, 2025
|
|
5
|
March 05, 2025
|
|
6
|
March 25, 2025
|
11. Committees and its Composition
Pursuant to provisions of Section 177, 178 and other applicable provisions of the Companies Act, 2013, the company has constituted various committees, namely Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.
The Composition of such committees is as follows:
Audit Committee:
|
Sr. No
|
Name
|
DIN
|
Designation
|
|
1
|
Gajanan Vinayak Godbole
|
10910386
|
Chairperson
|
|
2
|
Swati Sandeep Nivalkar
|
06922647
|
Member
|
|
3
|
Hiren Bhawanji Shah
|
00467575
|
Member
|
Nomination and Remuneration Committee:
|
Sr. No
|
Name
|
DIN
|
Designation
|
|
1
|
Sharadchandra Patel
|
01514926
|
Chairperson
|
|
2
|
Swati Sandeep Nivalkar
|
06922647
|
Member
|
|
3
|
Gajanan Vinayak Godbole
|
10910386
|
Member
|
Stakeholder Relationship Committee:
|
Sr. No
|
Name
|
DIN
|
Designation
|
|
1
|
Swati Sandeep Nivalkar
|
06922647
|
Chairperson
|
|
2
|
Gajanan Vinayak Godbole
|
10910386
|
Member
|
|
3
|
Sharadchandra Patel
|
01514926
|
Member
|
Internal Complaint Committee:
|
Sr. No
|
Name
|
Designation
|
|
1
|
Ms. Jaya Ambetkar
|
Presiding Officer
|
|
2
|
Mr. Karan Deven Shah
|
Member
|
|
3
|
Mr. Machhindra pansare
|
Member
|
|
4.
|
Ms. Suneeta Mane
|
External Member (NGO)
|
12. Deposit:
During the year, the Company did not accept any deposits from the general public and shareholders in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025.
13. Statutory Auditors:
During the year, the members had appointed M/ s. RHDB and Co. LLP, Chartered Accountants (Firm Registration No. 132490W) as Statutory Auditor of the Company to fill the casual vacancy caused by resignation of M/s. Gosar & Gosar, Chartered Accountants (Firm Registration No. 103332W) at the Extra Ordinary General Meeting held on February 01, 2025.
14. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
15. Secretarial Audit and Secretarial Audit Report:
The provisions of section 2 04 of the Companies Act, 2013 are not applicable to the company, hence, the company is not required to undertake the Secretarial Audit for the financial year 2024-25.
16. Disclosure as Maintenance of Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013:
The Company has maintained cost records as required under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
17. Cost Auditor:
The Company is not required to appoint cost auditor under Section 148 of the Companies Act, 2013 for the financial year 2024-25.
18. Extract of Annual Return:
The Company has website and the annual return of the Company will also be published on the same namely www.iyotiglobalplast.com
19. Risk Management Policy:
To ensure the effectiveness of our risk management framework, the Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The policy on Risk Management has been displayed on the Company's website at www.iyotiglobalplast.com.
20. Formal Annual Evaluation:
The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.
The process of review of Non-Independent Directors, the Chairperson, the Board as a whole and also its committees were undertaken in a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the management. The Independent Directors also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly.
Based on the findings from the evaluation process, the Board will continue to review its procedures, processes and effectiveness of Board's functioning, individual Director's effectiveness and contribution to the Board's functioning in the Financial Year 2024-25 with a view to practice the highest standards of Corporate Governance.
21. Particulars of Loans, Guarantees or Investments Under Section 186
The Company has not made any Loans and Investments and Guarantees in relation to section 186 of the Companies Act, 2013 during the fiscal year.
22. Particulars of Contracts or Arrangements with Related Parties
The Related Party Transactions entered into by the Company during FY 2024-25 are in accordance with Section 188 of the Companies Act, 2013 and appropriate disclosures regarding the same have been made in Form AOC-2 as attached with the Board Report. The details of the Related Party Transactions form a part of the Directors' Report and also notes to the accounts of this Annual Report.
23. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company's goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee. The policy on Sexual Harassment has been displayed on the Company's website at www.jyotiglobalplast.com.
The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review.
The Company has in place an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
|
^^^^^^^^^^^^^^^^"During the Financial Year 2024-25
|
|
Number of complaints received
|
0
|
|
Number of complaints disposed of
|
0
|
|
Number of cases pending for more than 90 days
|
0
|
24. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:
Conservation of energy is of utmost significance to the Company. The operations of the Company are not energy intensive, however every effort is made to ensure optimum use of energy by using
energy efficient computers, process and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.
The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.
A) Conservation of Energy: Nil
B) Technology Absorption: Nil
C) Foreign exchange earnings and outgo: During the year, the total foreign exchange used was Rs. Nil and the total foreign exchange earned was Rs. Nil
25. Details of policy developed and implemented by the company on its corporate social responsibility initiatives
The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the Company for the Financial Year 2024-25
26. Adequacy of Internal financial controls:
Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company's policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely preparation of reliable financial disclosures.
27. Establishment of Vigil Mechanism:
The Company has in place the Vigil Mechanism which provides mechanism to its directors, employees and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimization of the persons who avail this mechanism.
The Vigil Mechanism Policy and Whistle Blower Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company. The Vigil Mechanism and Whistle Blower Policy has been displayed on the Company's website at www.jyotiglobalplast.com.
28. 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
During the period under review following material changes took place within the Company namely,
The Board at their meeting dated March 03, 2025 approved raising of capital through Initial Public Offering (“IPO”).
Further, the Draft Red Herring Prospectus was approved by the Board of Directors and filed with the National Stock Exchange of India Limited on March 31, 2025. The said Draft Red Herring Prospectus was approved by the National Stock Exchange of India Limited (“NSE”) vide Approval Letter dated May 29, 2025.
Subsequent to receiving of approval from the National Stock Exchange of India Limited approving the Draft Red Herring Prospectus (“DRHP”), the Company filed Red Herring Prospectus (“RHP”) with National Stock Exchange of India Limited (“NSE”) on July 22, 2025, and Prospectus with National Stock Exchange of India Limited (“NSE”) on August 07, 2025 which was approved by the National Stock Exchange of India Limited (“NSE”) vide Approval Letter dated August 11, 2025.
The Company has successfully completed the Initial Public Offering (“IPO”) of its equity shares through fresh issue of 53,70,000 Equity Shares of the face value of Rs. 10/- each comprising of a fresh issue of 43,20,000 Equity Shares and Offer for Sale of 10,50,000 Equity Shares at an offer price of Rs.66/ - per Equity Share (including a Share Premium of Rs.56/- per Equity Share) through book building process. The equity shares of your Company have been listed on the National Stock Exchange of India Limited ("NSE”) on Monday, August 11, 2025.
29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:
During the period under review, the Company vide its Special Resolution dated October 25, 2024 has passed resolution for Conversion of Company from Private Company to Public Company.
The Registrar of Companies, Mumbai approved the application for conversion, and the Company was converted into Public Company w.e.f. 17.12.202
30. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
(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 at the end of the financial year and of the profit 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; 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.
31. Corporate Governance:
The Company has adopted best corporate governance practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company's c orporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of integrity in decision making. The policy on Corporate Governance has been displayed on the Company's website at www.jyotiglobalplast.com.
32. Compliance with Secretarial Standard:
The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors i.e. SS-1 and Meeting of Shareholders i.e. SS-2, issued by the Institute of Company Secretaries of India and approved by Central Government under sub-section (10) of Section 118 of the Companies Act, 2013.
Proceedings pending under the Insolvency and Bankruptcy Code, 2016:
During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
33. Difference in Valuation:
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial institution along with the reasons thereof is not applicable.
34. Maternity Benefit:
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post¬ maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
35. Audit Trail:
As per the proviso to sub-rule (1) of rule 3 of the Companies (Accounts) Rules, 2014, the accounting software used by the Company for maintaining its books of accounts has a feature of recording audit trails for each and every transaction, creating an edit log of each change made in the books of accounts along with the data when such change were made and the audit trail cannot be disabled, and pursuant to sub-rule (g) of rule 11 of the Companies (Audit and Auditors) Rules, 2014, the Board hereby declares that audit trail (edit log) facility has been operated throughout the year for all transactions and the audit trail feature has been preserved and not tampered with by the Company as per the statutory requirements for record retention.
36. Appointment of Designated Person:
Pursuant to sub-rule (4) of rule 9 of the Companies (Management and Administration) Rule, 2014, every Company shall be responsible for furnishing and extending co-operation for providing information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the Company, in accordance to the same and sub-rule (5) of the aforementioned rule the Company may designate a person a person to fulfil the obligation under this rule.
However, the Company is yet to formally designate someone through a duly convened Board meeting hence in accordance to sub-rule (6) of rule 9 of the Companies (Management and Administration) Rule, 2014, Ms. Shrutika Mandal, Company Secretary and Compliance Officer of the Company is deemed to be the designated person.
37. Acknowledgements:
An acknowledgement to all with whose help, co-operation and hard work the Company is able to achieve the results.
For and on behalf of the Board JYOTI GLOBAL PLAST LIMITED
Hiren Bhawanji Shah Deven Bhawanji Shah
Managing Director Whole Time Director & CEO
DIN:00467575 DIN: 00467647
Address: R-554/555TTC M I D C Area Address: R-554/555TTC M I D C Area
Rabale, Navi Mumbai - 400701 Rabale, Navi Mumbai - 400701
Date: 05/09/2025 Place: Navi Mumbai
|