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Adarsh Plant Protect Ltd.

BSE: 526711 Sector: Engineering
NSE: N.A. ISIN Code: INE627D01016
BSE 00:00 | 26 Sep 16.95 0.25
(1.50%)
OPEN

17.00

HIGH

17.00

LOW

15.90

NSE 05:30 | 01 Jan Adarsh Plant Protect Ltd
OPEN 17.00
PREVIOUS CLOSE 16.70
VOLUME 19569
52-Week high 28.20
52-Week low 6.71
P/E 847.50
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.00
CLOSE 16.70
VOLUME 19569
52-Week high 28.20
52-Week low 6.71
P/E 847.50
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adarsh Plant Protect Ltd. (ADARSHPLANT) - Director Report

Company director report

To

The Members

Adarsh Plant Protect Limited

Your Directors have pleasure in presenting 30th Annual Reporttogether with the Audited Statement of Accounts of the Company for the financial yearended 31st March 2022.

Financial Results

The Summary of the financial performance of the Company for the year ended 31stMarch 2022 compared to the previous year is as below:

Sr. No Particulars 2021-22 2020-21
1 Turnover 1711.51 1262 86
2 Other Income 2.57 0.91
3 Total Income 1714.08 1263.77
4 Profit/(Loss) Before Depreciation: Interest and Tax 34.13 45.36
Less/ Add: Interest 18.92 19.81
Depreciation 481 3.90
5 Profit/(Loss) Before Taxation 1040 21.65
6 Income Tax - -
7 Profit /(Loss) After Taxation 1040 21.65
8 Prior year's Expenses - -
9 other Comprehensive income - -
10 Profit/(Loss) for the year 10.40 21.65

Current Year's Performance

Turnover of the Company has been increased from Rs. 1262.86 lakhs to Rs. 1711.51 lakhsin the current financial year clocking a growth rate of 35% year on year basis. Yourcompany earned a net profit of Rs. 10.40 lakhs during the current financial year compareto last financial year which was Rs. 21.65 lakhs

Dividend

In view of the company's projected growth trajectory and to adjust the accumulatedlosses of the previous years the Board of Directors has not recommended any dividend forthe current financial year ending on 31st March 2022.

Transfer To Reserves

The Board of Directors has decided to retain the entire amount of profit for theFinancial Year 2021-22 in the Statement of Profit & Loss.

Share Capital

The paid-up Equity Share Capital as on March 31 2022 was Rs. 99115000 comprising9911500 equity shares of Rs.10/- each. During the year under review the Company has notissued any shares with differential voting rights granted stock options and Sweat Equity.The Company has not bought back any of its securities during the financial period underreview.

Nature Of Business Of The Company

There has been no change in the nature of business of the Company.

Board Of Directors & KMP

Mrs. Jyotikaben N. Patel will retire by rotation at the ensuing Annual General Meetingand being eligible offer herself for re-appointment.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164 of the Companies Act 2013.

The annual evaluation of all Directors Board as whole and committees was conductedbased on the criteria and framework set by the Board.

The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the Industry in which theCompany operates business model of the Company and related matters and familiarizationprograms attended by Independent Directors are put up on the website of the Company.

Number Of Meetings Of Board Of Directors

The Board met five times during the financial year 2021-2022 on 26th June2021 11th August 2021 30th October 2021 05thFebruary 2022 and 11th March 2022. Directors attending the meetingactively participated in the deliberations at these meetings. The intervening gap betweenany two meetings was within the period prescribed under the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. More details ofthe Board meetings have been provided in the ‘Report on Corporate Governance'.

Committees of the Board

The Company has constituted various Committees pursuant to the requirements of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Companies Act2013. Presently the Company has the following Committees of the Board in place

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Share Allotment and Transfer Committee

The details with respect to the composition powers roles terms of reference etc. ofthese Committees are given in the ‘Report on Corporate Governance' of the Companywhich forms part of this Annual Report.

Directors Responsibility Statement

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act 2013Directors of your Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the year ended on 31stMarch 2022 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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

(e) the Directors as in the case of a Listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andCompanies Act 2013 a separate section on Corporate Governance together with acertificate from the Practicing Company Secretary confirming compliance is set out in theAnnexure forming part of this report along with the Management Discussion and AnalysisReport.

Code Of Conduct

Your Company has formulated Code of Conduct for its Directors Senior Management andthe Employees of the Company. All the Directors Senior Management and the Employees havecomplied with this Code for the Financial Year 2021-22. A declaration for compliance withthis Code of Conduct has been given by Managing Director of the Company and suchdeclaration forms part of this report.

Auditors And Auditor's Report

a. Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Rajani Shah & Co Chartered AccountantsAnand (ICAI Firm Registration No. 121126W) the Statutory Auditors of the Companyhave been appointed for a term of 5 years from conclusion of 28th Annualgeneral meeting till the conclusion of 33rd Annual general Meeting. The Companyhas received a confirmation from the said Auditors that they are not disqualified underSection 141 of the Companies Act 2013 and the Rules framed there under for beingappointed as Auditors of the Company. As required under Regulation 33(1)(d) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India to hold the office as Auditors of the Company.

The remarks/ comments referred to in the Auditors' Report for FY 2021-22 areself-explanatory and do not call for any clarifications or comments by the Board ofDirectors.

b. Secretarial Auditor:

According to the provision of Section 204 of the Companies Act 2013 read with rule 9of the Companies (Appointment and Remuneration of Managerial Personal) Rules 2014 theBoard has appointed Mr. D. G. Bhimani Practicing Company Secretary for Secretarial Auditfor the Financial Year 2021-22.

The Secretarial Audit Report is annexed herewith as Annexure- 1.

Insurance

All the properties of the Company have been insured properly and the Company has takennecessary general insurance.

Extract of the Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on 31st March 2022 is available on the Company's website i.e.www.adarshplant.com

Details of Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Associate or Joint Venture Company.

Material Changes and Commitment Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial positionof the Company during the last financial year.

Deposits

Company has not accepted any deposits under the meaning of Section 73 of the CompaniesAct 2013 and rules made there under.

Loans Guarantees or Investments

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

Conservation Of Energy Technology Absorption and Foreign Exchange Earning and Outgo

The particulars as prescribed in section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are enclosed herewith as Annexure - 2.

Policy On Directors Kmp's Appointment And Remuneration

The policy of the Company on Directors' and KMPs' appointment and remunerationincluding criteria for determining qualifications independence of Director and othermatters provided under Section 178 sub-section 3 of the Companies Act- 2013 and the samecan be found on website of the Company www.adarshplant.com.

Vigil Mechanism

Pursuant to Section 177(9) and (10) of the Companies Act 2013 your Company hasestablished a vigil mechanism to be known as the ‘Whistle Blower Policy' for itsDirectors and employees to report instances of unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct. The aim of the policy is to provideadequate safeguards against victimization of whistle blower who avails of the mechanismand also provide direct access to the Chairman of the Audit Committee in appropriate orexceptional cases. The Vigil Mechanism Policy has been uploaded on the website of thecompany www.adarshplant.com.

There have been no cases of frauds reported to the Audit Committee/Board during theyear 2021-22 under review.

RISK MANAGEMENT

The Board of Directors has put Risk Management framework to eliminate or sustainvarious risks like competition severe price rise of raw materials different policies ofGovernment etc. Your Board of Directors review Risk Management framework from time totime.

Prevention Of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated persons of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company's shares by the Directors and the designated persons while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. Board of Directors and all thedesignated persons have complied with the Code.

Contracts and Arrangement with Related Party

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto has been disclosedin Form No. AOC -2 and is annexed herewith as Annexure - 3.

Particulars of Employees

There is no information to be provided pursuant to Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 shall beprovided to the requesting member on request by member of the Company as prescribed insecond proviso of Rule 5 of Companies (Appointment and Remuneration) Rules 2014.

As on 31st March 2022 there were 13 employees on permanent roll of theCompany.

Disclosure Under Section 197(12) And Rule 5(1) Of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Salary is not paid to the Managing Director and increase / decrease in salary for KMPsforms part of this report

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.

Internal Control System and Its Adequacy

The Company has an Internal Control System commensurate with the size scale andnature of its operations. Your Company has adopted policy for the same. Internal Auditfindings and recommendations are reviewed by the Management and Audit Committee of theBoard of Directors.

Audit Observations and Explanation or Comments By The Board

There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports. Theobservations made by the Auditors read with the relevant notes on accounts areself-explanatory.

Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards as issued by theInstitute of Company Secretaries of India.

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year and date of thisreport.

Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Companies Act 2013 and Rules framed there under.

Disclosure Under the Sexual Harassment Of Women At Workplace (Prevention ProhibitionAnd Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women in the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment.

There have been no complaints received during the year.

Details Of Order Passed by The Regulators

There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern Status and Company's Operation in the future.

Your Directors further state that during the year under review there were no casesfiled pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Acknowledgement

Your directors would like to express their sincere appreciation for the assistance andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors Advisers Auditors and Members during the year under review.

Your directors also wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and workers.

For and on behalf of the Board of Directors
Adarsh Plant Protect Limited
Naishadkumar N. Patel
Place: Vitthal Udyognagar Chairman
Date: 10th August 2022 DIN: 00082749

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