Tirth Plastic Ltd Directors Report

To,

The Members,

TIRTH PLASTIC LIMITED

Your Directors have pleasure in presenting herewith their 38TH Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS (STANDALONE):

The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2023-24 and the previous Financial Year 2022-23 is tabled below:

(Rs. In Lacs)

PARTICULARS	2023-24	2022-23
Revenue from Operations	0	0
Other income	8.57	8.42
Total Income	8.57	8.42
Profit/loss before Depreciation, Finance	0.64	(2.00)
Costs, Exceptional items and Tax
Expense
Less: Depreciation	-	-
Profit/loss before Finance Costs,	0.64	(2.00)
Exceptional items and Tax Expense
Less: Finance Cost	-	-
Profit/loss before Exceptional items and	0.64	(2.00)
Tax Expense
Less: Exceptional Items	0.16	-
Profit / (Loss) Before Tax	0.48	(2.00)
Provision for Tax & Deferred Tax	-	-
Profit / (Loss) After Tax	0.48	(2.00)
Other Comprehensive income (net of tax effect)	-	-
Total Comprehensive income	0.48	(2.00)

2. STATE OF AFFAIRS AND PERFORMANCE OF THE COMPANY:

Total Turnover of the Company during the year was nil. However, the company has earned other income amounting to Rs. 8.57 lakhs during the year. The Company has incurred net profit of Rs. 48,000/- during the year. The company will try to achieve the performance in terms of more turnover as well as profit in next year by making more initiative in the activities of the company.

3. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at http://www.tirthlimited.in/Investor-Relation#policies

4. DIVIDEND:

The Board of Directors did not recommend any dividend for the Financial year 2023-24.

5. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

The company has not transferred any amount to reserves during the financial year 2023-24.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. The Composition of Board of Director during the financial year 2023-24 under review is as follows:

NAME OF KEY MANAGERIAL PERSONNEL	DESIGNATION	Change in Designation	Date of Changes
Mr. Gunjan Doshi*	Director & CFO	-	-
Mr. Varis Doshi	Managing director	Resignation	09/05/2024
Mr. Manojbhai Shah	Independent Director	Resignation	18/10/2023
Mr. Naresh Rana	Independent Director	-	-
Mr. Gaurang Patel	Independent Director	Resignation	14/02/2024
Mrs. Sandhya	Non - Independent Woman Director	-	-
Mr. Ashish Shah	Independent Director	Appointment	18/10/2023
Mr. Dharmesh Shah	Independent Director	Appointment	14/02/2024
Mr. Jigar Shah	Managing director	Appointment	09/05/2024

The Board of Directors of your Company are fully committed to steering the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.

*In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, MR. GUNJAN MAHENDRA DOSHI (DIN: 02933336), Director of the Company retires by rotation at this ensuing Annual General Meeting and has offered himself for reappointment.

• During the year, Mr. Manojbhai Shah has resigned from the post of independent director and appointed Mr. Ashish Shah as independent director with the effective date from 18.10.2023.

• During the year, Mr. Gaurang Patel has resigned from the post of independent director and appointed Mr. Dharmesh Shah as independent director with the effective date from 14.02.2024.

• Mr. Varis Doshi has resigned from the post of Managing director on 09.05.2024 and Mr. Jigar shah has been appointed as Managing Director with effect from 09.05.2024.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

7. MEETINGS:

During the year, Five Board Meetings and the Meetings were duly convened and held. The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

SR. NO.	BOARD MEETING	AUDIT COMMITTEE MEETING	NRC	SRC
1	29.05.2023	29.05.2023	18.10.2023	30.06.2023
2	12.08.2023	12.08.2023	14.02.2024	30.09.2023
3	18.10.2023	06.11.2023		30.12.2023
4	06.11.2023	14.02.2024		30.03.2024
5	14.12.2023
6

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given on the website of the company.

9. EXTRACTS OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Companys website and can be accessed at (www.tirthlimited.in.)

10.STATUTORY AUDITORS & AUDIT REPORT:

M/s. SHAMBHU GUPTA & CO., Chartered Accountants, (firm Registration No. 007234C) had been re-appointed as statutory auditors of the company at the Annual General Meeting held on 28th September, 2023 to hold office for 5 (five) consecutive years upto the end of financial year 2027-28.

The Auditors comments on your companys accounts for year ended March 31, 2024 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3) (f) of the Companies Act, 2013.

The Statutory auditor has given following disclaimer in its report:

• The Note No-1 of the financial statements, showing loans and advances of Rs. 30.02 Lakhs out of which Rs.5 lakhs were given to M B Parikh & Co. and Rs.25.02 lakhs were given to M B Parikh Fin Stocks Ltd. Against these, legal proceedings are pending before Honorable Court. As informed to us, the management is confident in recovering the said amounts from the parties mentioned above. Our opinion is not modified in respect of this matter. However, we have already created provision in the books of Account for the said receivable amount.

• The Note 3 of financial statements show the amount recoverable from Shrimm Construction Private Limited for cancellation of agreement for purchase of property. As informed to us the said agreement is cancelled and the seller is in process of refunding the amount. The total amount recoverable as on 31-03-2024 is Rs.143.34 Lakhs. Our opinion is not modified in respect of this matter.

• We would like to draw your attention to Note No-4 of the financial statements, in which an amount of Rs. 128.58 Lakhs is shown as Inventory which is non-movable in nature. As informed to us by the management, the inventory is having the realizable value more than its cost price.

The Board of Directors of the Company has considered the same and commented that the said Loans & advances are recoverable and therefore it has been shown as Loans & Advances- Considered Good. Also the provision has been created in books of Accounts.

11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Boards

Report.

12. INTERNAL FINANCIAL CONTROLS:

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

13.COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2023-24.

14.SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. A. SHAH & ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for F.Y. 2023-24. The Report of the Secretarial Auditor for the F.Y. 2023-24 is annexed to this report as

‘Annexure: I to the Directors Report.

The Board of Directors of the Company has discussed the remarks as mentioned in

Secretarial Audit Report at arms length. The qualification raised by the Secretarial

Auditor in its report and the justification of Board of Directors on the same are as follows:

Sr.No	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
1.	Regulation 31(2) of The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015	The company has not maintained 100% (hundred percent) of shareholding of promoter(s) and promoter group in dematerialized form.	There are only three shareholders from the promoter group whose shares are in demat form and the rest of the shareholders are still holding shares in physical form.
2.	Section 136 and Section 101 of the Companies Act, Regulation 36 of The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015.	Not Provided Proof of dispatch of sending the annual report of 2022-23 to the shareholders of the company.	The Company has uploaded the annual report of the company on BSE but is yet to provide proof of dispatch of Annual Report to the Shareholders for the Financial Year 2022-23.
3.	Regulation 47 of SEBI (LODR) Regulations, 2015	Not complied with Publication of newspaper advertisement with respect to intimation of Board meeting, publication of quarterly financial Results, Notice of AGM, Book Closure and E voting except March,2024	The Company had not provided newspaper advertisement with respect to intimation of Board meeting, publication of quarterly financial Results, Notice of AGM, Book Closure and E voting.
4.	Section 138 of the Companies Act, 2013	Non-appointment of Internal Auditor	The company is yet to appoint Internal Auditor to conduct the internal audit of the functions and activities of the company.
5.	Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014	Mr. Naresh K Rana independent Directors of the Company is not registered under ID databank till date	The Independent directors of the company are yet to be registered under the ID Databank.
6.	The company has made delay in submission of MGT-7 for the Financial year 2022-23.	The company has made delay in submission of MGT-7 for the Financial year 2022-23.	The Company has undertaken to comply timely compliances in future.

The Board has also undertaken to take care of such qualification and to comply with the same in future.

15.NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration /Compensation Committee framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as ‘Annexure: II.

16.BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

17. DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

18. FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

19.VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tirthlimited.in under Investors / Policy Documents / Vigil Mechanism Policy link.

20. CONSERVATION ENERGY & TECHNOLOGY ABSORPTION:

(a)Conservation of energy:

(i) the steps taken or impact on conservation of energy	N.A.
(ii) the steps taken by the company for utilizing alternate sources of energy	N.A.
(iii) the capital investment on energy conservation equipments	N.A.

(b) Technology absorption:

(i) the efforts made towards technology absorption	N.A.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	N.A.
(a) the details of technology imported	N.A.
(b) the year of import;	N.A.
(c) whether the technology been fully absorbed	N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
(iv) the expenditure incurred on Research and Development	N.A.

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

21.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2023-24there were no contract and arrangement done with the related parties. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company at www.tirthlimited.in under investors/policy documents/Related Party Transaction Policy.

However, the disclosure pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 regarding related party transaction as per subsection (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 in the ‘Annexure: III.

22.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ‘Annexure: IV and forms part of this Report.

23.HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "Human Resources" as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Companys Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

24. SHAREHOLDING PATTERN:

The shareholding pattern as on 31st March, 2024 is as follows:

SR NO	No. of Shares held on :31/03/2023				No. of Shares held on :31/03/2024
Category of Shareholder	Demat	Physical	Total Shares	Total %	Demat	Physical	Total Shares	Total %	% Change
(A) (Shareholding of Promoter and Promoter Group
Indian
1. INDIVIDUAL / HUF	1194390	587990	1782380	40.05	796779	587990	1384769	31.11	-8.94
Total Shareholding	1194390	587990	1782380	40.05	796779	587990	1384769	31.11	-8.94
(B) Public shareholding
2. BODIES CORPORATE		54300	54300	1.22	5307	54300	59607	1.34	0.12
3. INDIVIDUAL					-	-	-	-	-
4. (CAPITAL UPTO TO Rs. 2 Lakh)	36,850	2079650	2391950	53.74	476529	2300000	2776529	62.38	8.64
5. (CAPITAL GREATER THAN Rs. 2 Lakh)	-	2,19,900	2,19,900	4.94	-	2,19,900	2,19,900	4.94	-
6. ANY OTHERS (Specify)
7. HINDU UNDIVIDED FAMILY	1,950	200	2150	0.05	6879		6879	0.15	0.10
8. CLEARING MEMBER	-	-	-	-	2196	-	2196	0.05	0.05
9. NON- RESIDENT INDIANS (NRI)	-	-	-	-	800	-	800	0.02	0.02
10. NON- RESIDENT INDIANS (REPAT)	-	-	-	-	-	-	-	-	-
NON- RESIDENT INDIANS (NON REPAT)	-	-	-	-	-	-	-	-	-
11. IEPF	-	-	-	-	-	-	-	-	-
Total Public Shareholding	38900	2354050	2668300	59.95	491511	2574400	3065911	68.89	8.94
GRAND	1233290	2942040	4450680	100	1288490	3162190	4450680	100	-
TOTAL

25. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY

The company does not have any subsidiary, joint venture or associate companies. Hence, this section is not applicable to the company.

26.PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure: V to the Directors Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 CR. Per Annum if employed for the whole year.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not fall under the purview of the section 135 of the Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee and adopting any activities as specified in Schedule VII.

28. CORPORATE GOVERNANCE:

This is to inform you that the paid up equity Share capital of the Company and net worth of the Company as on 31st March, 2024 does not exceed the stipulated criteria of rupees ten crore and rupees twenty five crore respectively. Hence, Regulation - 17 to 27 and Regulation - 46 (2) (b) to (i) and para C, D and E of Schedule V shall not apply to the Company and the Company is exempt from filing Regulation 27(2) Corporate Governance Report to BSE under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

29.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every company having women employees engaged in the company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace received from any women employee.

There was one employee working in the Organization during the financial year 2023-24. Hence, there is no need to constitute committee and formulate policy in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30.CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

31.MANAGEMENT DISCUSSION AND ANALYSIS:

As per the corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

32.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

There has no significant and material order passed against the company during the year.

33.SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER BALANCE SHEET DATE:

There has no significant and material events occurred after balance sheet date.

34.SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

Following are the significant and material events occurred during the financial year 2023-24;

• Mr. Varis Mahendrabhai Doshi, Promoter of the company has sold his 3,87,611 shares in Open Market during the year.

• Mr. Gunjan Mahendra Doshi, Promoter of the company has sold his 10,000 shares in Open Market during the year.

35. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are being continuously identified in relation to business strategy, business continuity/contingency plans, operations and transactions, statutory / legal compliance, financial reporting, information technology system, cyber security and overall internal control framework.

36. STATEMENT OF DIRECTORS RESPONSIBILITY:

Pursuant to requirement under 134(3) (c) and Section 134 (5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2024, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 are operating effectively and;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

37. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLACE: AHMEDABAD	BY THE ORDER OF THE BOARD OF DIRECTORS,
DATE: 12/08/2024	FOR, TIRTH PLASTIC LIMITED
	Sd/-
	MR. JIGAR SHAH
	MANAGING DIRECTOR
	(DIN:06605922)