As on: Apr 27, 2024 02:14 PM
To the Members,
Your Directors are pleased to present the 41st Annual Report of the Company along with Audited Financial Statements for the financial year ended 31st March, 2023.
Financial Results
The Company's financial performance, for the year ended March 31, 2023 is summarized below:
Dividend Considering the capital requirement for ongoing business expansion during the year 2022-23, the Board of Directors do not recommend any dividend on the Equity shares.
Company's Performance (Rs.in Thousands)
During the year under review, your company has achieved Revenue from Operation of Rs. 1706.41 as against Rs.1929.02 which recorded a decline of (11.54%). Other Income during FY 2022-23 was Rs.12.47 as against Rs. 102.59 which recorded a decline of (87.84%). The Company recorded Profit before Tax of Rs. (11.51) as against Rs. 39.61 which recorded a decline of (129.06%).
Reserves
The Company has a Closing Balance of Rs. 243.56 (Rupees Two Hundred Forty Three and Fifty Six Only) (Rs.in Lakhs) as Reserves and Surplus as on 31/03/2023.
Change in the Nature of Business
Currently, Company is engaged in the business of Agro based products. During FY 2022-23, there was no material changes in Business.
Change in Control of Management
The Promoters and Non-Promoters of the company have entered into an agreement on 13th April, 2023 to sell 32.71% of their shareholding @ Rs. 30/- per share. Pursuant to the agreement, Promoters and Non-Promoters have temporarily parked their said 32.71% shareholding i.e. 11,93,492 (Eleven Lakh Ninety Three Thousand Four Hundred Ninety Two shares) in the demat account opened with Skyline Financial Services Private Limited in the month of April, 2023. The shares will be transferred to ultimate acquirers on completion of all statutory formalities regarding to the Open offer
Board Meetings conducted during the year under review
During the Financial year 2022-23, 5 (Five) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Meetings were conducted on 19th May, 2022, 10th August, 2022, 08th September, 2022, 14th November, 2022 and 14th February, 2023.
Annual General Meeting and Extra Ordinary General Meeting
The 40th Annual General Meeting (AGM) of the Company was held on September 30, 2022.
Vigil Mechanism / Whistle Blower Policy
The company has framed a whistle blower policy. Further, Directors and employees are having full access to the audit committee to report their genuine and serious concern if they observe any. The policy is available in the Company website www.pradhin.com.
Directors' Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, Your Directors state that: a) In the preparation of the annual accounts for the year ended March 31, 2023, 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, 2023 and of the profit of the Company for the year ended on that date, c) The Directors had 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 were operating effectively and 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.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013, at the ensuing Annual General Meeting (AGM), Mrs. Mita Desai, (DIN: 01435940), retires by rotation and being eligible, offers himself for re-appointment. The notice convening the AGM includes the proposal for his re-appointment as director. The brief resume of Mrs. Mita Desai, (DIN: 01435940),as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, forms a part of the Notice of the 41st Annual General Meeting of the Company.
Declaration by Independent Directors
The following persons are on the board of the Company as on year end as an independent director in terms of Section 149(6) of the Companies Act 2013:
1. Mr. Samirkumar Mukundhbhai Mehta
2. Mr. Dhaval Manubhai Barot
The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence. The details of Programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the Company.
Policy on Appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management Employees
The NRC of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has formulated the criteria for determining the qualifications, positive attributes and independence of Directors, which has been put up on the Company's website www.pradhin.com.
Annual Evaluation by the Board
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the Board Committees. The Nomination and Remuneration Committee (NRC) of the Company approved a checklist for evaluation of the performance of the Board, the Committees of the Board and the Individual Directors, including the Chairman of the Board. The Board adopted the checklist for performance evaluation as approved by NRC. The performance of the Board and Committee was evaluated on the basis of the criteria approved. The Board and the NRC reviewed the performance of the individual Directors. 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. 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 the individual Directors was discussed. The Board of Directors expressed their satisfaction with the evaluation process
Particulars of Contracts or Arrangements made with Related Parties
The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an ‘Annexure A' to this Report.
Financial Statements - Application of the Companies (Indian Accounting Standards) Rules, 2015
The audited financial statements of the Company drawn up on standalone basis, for the financial year ended March 31, 2023, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules").
Auditor and Auditor's Report Statutory Auditors
At the 37th (Thirty Seventh) AGM held on August 29, 2019 the Members approved appointment of M/s. RMJ & Associates LLP, Chartered Accountants (Firm Registration No. W100281), Ahmedabad as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 42nd (Forty Second) AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.
Cost Auditors
Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the Financial Year ended March 31, 2023. The Maintenance of Cost Records u/s 148(1) of the Companies Act, 2013 is not applicable to your Company
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Paliwal & Co., Practicing Company Secretaries, (CP No. 12119, ACS: A32500), to undertake the secretarial audit of the company for the financial year ended 31st March 2023 (Financial Year 2022-2023). The Secretarial Audit Report is annexed herewith as 'Annexure B'
Internal Auditors
M/s. Somani Shah & Associates, Chartered Accountant (Firm Registration No. 136844W) was appointed as internal auditors of the Company. They regularly conduct audit and submit their quarterly reports, which are reviewed by the Audit Committee. The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Comment on Auditor's Report
The Auditors Report is annexed with the Annual Report of the Company. The observation made by Auditors in their Report, your Directors wish to state that the report is self - explanatory and do not require any further clarification from the Board.
Annual Return
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at on the Company's website on www.pradhin.com.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013
The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements
The State of Company's Affairs
During the year, Company served its reputed clients best of its services and ensure that in future also will do the same. Company is thankful towards stakeholders for being associate with it because without them growth of the Company is not easily possible.
Listing Fees and Annual Custodian Fees
Pursuant to Regulation 14 of Listing Regulation, the Annual Listing fees for the year 2023-24 have been paid within due date. The bill for annual custodian fees to NSDL & CDSL has been paid by the Company for the Securities of the Company held in dematerialized mode with them for year 2023-24.
Share Capital
The paid up Equity Share Capital as on March 31, 2023 was Rs.3,64,68,500. No additions and alterations to the capital were made during the financial year 2022-23.
Internal Financial Control and their adequacy
The information about internal financial control system and their adequacy is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.
Corporate Governance
Since our company's paid up Equity capital and Net worth is less than Rs. 10 crores and Rs. 25 crores respectively, than as per regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply. Hence it is not applicable to the company.
Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the Report:
During the year, no any material changes and commitments affecting the financial position of the Company have been occurred between the end of the financial year to which this financial statements relate to the date of the report.
Transfer to Investor Education and Protection Fund (IEPF)
The Company has Transferred Unpaid / Unclaimed Dividend for the FY 2010-11, 2011-12 and 2012-13 to the Investor Education and Protection Fund ("IEPF"), and the Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends / shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.
Conservation of energy, Technology absorption, Foreign exchange earnings and outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as an ‘Annexure C' to this Report.
Statement concerning development and implementation of Risk Management Policy of the Company
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.
Corporate Social Responsibility
Your company is not mandatorily required to constitute CSR committee since it has not come within the purview of threshold limit specified in section 135 of the Companies Act 2013.
Subsidiaries, Joint Ventures and Associate Companies
Company does not have any Subsidiaries, Joint Ventures And Associate Companies.
Deposits
Your Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Committees of the Board
As per applicable provisions of Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirement), 2015, Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below.
Composition of Audit Committee:
The Board of Directors constituted an Audit Committee in compliance with the provision of Section 177 of the Companies Act, 2013. During the year under review, Audit Committee met 4 (Four) times viz 19th May, 2022, 10th August, 2022, 14th November, 2022 and 14th February, 2023.. The composition of the Committee is as under:
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.
Composition of Nomination and Remuneration Committee:
The Board of Directors constituted Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013. During the year under review, Nomination and Remuneration Committee met 2 (Two) times viz 10th August, 2022 and 08th September, 2022. The composition of the Committee and the details of meetings attended by its members are given below:
Composition of Stake Holder's Relationship Committee:
The Board of Directors constituted Stake Holder's Relationship Committee in compliance with the provision of Section 178 of the Companies Act, 2013.
During the year under review, Stake Holder's Relationship Committee met 4 (Four) times viz 19th May, 2022, 10th August, 2022, 14th November, 2022 and 14th February, 2023. The composition of the Committee and the details of meetings attended by its members are given below:
During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2023.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals
There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
The company has framed a whistle blower policy. Further, Directors and employees are having full access to the audit committee to report their genuine and serious concern if they observe any. The policy is available in the Company website.
Disclosures under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at work place and has in place a 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 framed there under. During the financial year 2020-21, the Company has not received any complaints on sexual harassment.
Particulars of Employees
Disclosures with respect to remuneration of employees as per Section 197 of the Companies Act, 2013, read with Rule 5(1) & 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2022 is given as an ‘Annexure D'to this Report. There are no employees who are posted outside India and in receipt of a remuneration of Rs. 60.00 lakh or more per annum or Rs. 5.00 lakh or more a month. **During the year under review, there are no employees who received remuneration of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the year hence the Company is not require to give disclosure as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, List of top ten employees and details thereof mentioned in the annexure.
Management Discussion and Analysis Report
Management and Discussion Analysis Report as an integral part of this Report required to give under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is mentioned as an ‘Annexure E' to this report.
Industrial Relations
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
Policy on Director Appointment and Remuneration
As per provision of Section 178 of the Companies Act, 2013, Company prepared policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013. The policy itself drives the remuneration criteria which depends upon performance and is reasonable and sufficient to attract, retain and motivate director for running company smoothly. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.
Acknowledgement
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company's activities during the year under review.