Your Directors have pleasure in submitting their 25th Annual Report of theCompany together with the Audited Statements of Accounts of the Company for the year endedon 31st March 2019.
1. FINANCIAL PERFORMANCE/HIGHLIGHTS:
During the year under review the Company has incurred Loss of Rs. 12.63 Lacs. YourDirectors look forward to improve the financial position of the Company and are optimisticabout the future growth and performance of the Company.
The summarized financial results of the Company for the period ended 31stMarch 2019 are as follows:
| || ||(Amount in Lakhs.) |
|Particulars ||Year Ending 31st March 2019 ||Year Ending 31st March 2018 |
|Sales ||0 ||413.97 |
|Other Income ||15.65 ||65.85 |
|Total Income ||15.65 ||479.82 |
|Less: Expenditure ||36.90 ||453.83 |
|Profit/(loss)before Interest Depreciation Tax ||(21.25) ||25.99 |
|Less: Interest ||0 ||0 |
|Less: Depreciation & Amortization Cost ||(8.29) ||0 |
|Less: Extraordinary items ||0 ||0 |
|Profit/(loss)Before Tax ||(12.96) ||25.99 |
|Less: Tax Expenses(current + Deferred Tax) ||(0.33) ||3.14 |
|Profit/(loss)after Tax ||(12.63) ||22.85 |
2. CONSOLIDATED FINANCIAL STATEMENT
The Financial Statement of the Company for the Financial year 2018-19 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed by Securities and Exchange Board of India (SEBI) under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as theSEBI Regulation). The Consolidated Financial Statement has been prepared on the basis ofthe audited financial statement of the Company as approved by their respective Board ofDirectors. Pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company the Consolidated Financial Statements along with all relevant documentsand Auditors report thereon form part of this Annual Report. The Financial Statements asstated above are also available on the website of the Company and can be accessed at theweblink www.padmanabhindustries.com.
Since the Company has incurred loss during the year ended on 31st March2019 hence the Board has not recommended/declared dividend for the year 2018-19.
4. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has Two (2) Subsidiary Company.
|CIN ||Name of Company ||Date of Incorporation |
|U74110GJ2016PTC094837 ||M/s Padmanabh Sports Private Limited ||23/12/2016 |
|U65993PB1976PTC003643 ||M/s Guardian Finance Private Limited ||30/03/1976 |
A statement containing the salient features of financial statement of our subsidiariesin the prescribed format AOC-1 is appended to the financial statements of the Company.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.
6. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY
During the year there is no change in the nature of the business of the Company.
7. CHANGES IN SHARE CAPITAL OF THE COMPANY
During the year there is no change in the share capital of the Company.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
9. TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to reserves.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which these financial statementsrelate and the date of this report.
11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Board has formed the Risk Management Committee comprising of three directors asmembers (Mr. Ashish Shah Mr. Hemal Shah and Mr. Sandip Gandhi) and the said committeelooks after the risk management plan of the Company. The Committee has developed andimplemented Risk Management Policy. However in the opinion of the Board the risks whichmay threaten the existence of the company are very minimal.
13. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:
A. CONSERVATION OF ENERGY:
i. steps taken or impact on conservation of energy : Nil
ii. the steps taken by the company for utilizing alternate sources of energy : None
iii. the capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption : None
ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None
iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
a) the details of technology imported : None
b) The year of import: N.A.
c) Whether the technology has been fully absorbed: N.A.
d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.
iv. the expenditure incurred on Research and Development : Nil
C. FOREIGN EXCHANGE EARNING & OUTGO :
|i. Foreign Exchange Earning ||: NIL |
|ii. Foreign Exchange Outgo ||: NIL |
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
During the year the Company has given loan and the details of such loan given areprovided in note no.9 of the financial statements for the year ended on 31stMarch 2019. Further the Company has not made any investments and/or provided anyguarantees during the period under review.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review the Company has entered into any contracts orarrangements with related parties. The particulars of Contracts or Arrangements made withrelated parties required to be furnished under section 134(2) are disclosed in theprescribed form (Form AOC-2) which is attached to this Report as Annexure "A".
17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
a) Composition of Board;
|Name of Directors ||Designation ||Category ||No. of Board Meeting held during the year ||No. of Board Meeting attended |
|Mr. Ashish M. Shah ||Chairman & Managing Director ||Executive director ||6 ||6 |
|Mr. Dhwanil Saumilbhai Bhavnagari ||Director ||Non executive director ||6 ||6 |
|Mr. Hemal S. Shah ||Director ||Independent ||6 ||6 |
|Mr. Sandeep N. Gandhi ||Director ||Independent ||6 ||6 |
|Mrs. Kosha M. Shah ||Director ||Independent ||6 ||2 |
b) Changes in the Board during the year:
During the year under review there is no change in the Board of the Company.
c) Changes in key Managerial Personnel:
During the year Mr. Devang Prajapati was appointed as a company secretary &Compliance Officer of the Company w.e.f. 11th August 2018.
During the year Mr. Maunishkumar S. Gandhi resigned from the post of company secretary& Compliance Officer of the Company w.e.f. 23rd April 2018.
Mr. Devang Prajapati resigned from the post of company secretary & Complianceofficer of the Company w.e.f. 19th April 2019.
d) RETIREMENT BY ROTATION
In accordance with the provisions of section 152 of the Act and in terms of Articlesof Association of the Company Mr. Ashish Mahendrakumar Shah (DIN: 03129204) being liableto retire by rotation shall retire at the ensuing Annual General Meeting and beingeligible offer himself for reappointment. The Board recommends his reappointment.
e) NUMBER OF BOARD MEETINGS
During the year under review the Board duly met Six (6) times on 23/04/201815/05/2018 11/08/2018 14/11/2018 12/02/2019 and 28/03/2019 in respect of said meetingsproper notices were given and proceedings were properly recorded and signed in the MinuteBook maintained for the purpose.
18. KEY MANAGERIAL PERSONNEL
As on the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:
1. Mr. Ashish Mahendrabhai Shah Chairman & Managing Director
2. Mr. Rameshbhai Harilal Shah Chief Financial Officer
19. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
20. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING :
All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.
The Independent Directors met on March 28 2019 to discuss the performance evaluationof the Board Committees Chairman and the individual Directors.
The Independent Directors reviewed the performance of the non-independent Directors andBoard as whole. The performance of the Chairman taking into account the views of executiveDirectors and non-executive Directors and assessed the quality quantity and timeline offlow of information between company management and Board.
21. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures
(ii) 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 as at March 31 2019 and of the profitand loss of the company for that period;
(iii) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv) The directors had prepared the annual accounts on a going concern basis; and
(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015and Section 177 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings ofthe Board and its Powers) Rules 2014 as amended from time to time. It adheres to theterms of reference which is prepared in compliance with Section 177 of the Companies Act2013 and SEBI (LODR) Regulations 2015. The Members of the Committee are:-
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director ||4 ||4 |
|2. ||Mr. Sandip N. Gandhi ||Member ||Independent Director ||4 ||4 |
|4. ||Mr. Ashish Mahendrabhai Shah ||Member ||Executive Director ||4 ||4 |
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
During the financial year ended on 31st March 2019 the Audit Committee met(4) Four times on 15/05/2018 11/08/2018 14/11/2018 and 12/02/2019.
23. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.
The said policy is also available on the website of the Company atwww.padmanabhindustries.com
24. NOMINATION AND REMUNERATION COMMITTEE
a) Composition of Nomination and Remuneration Committee:
As on the date of this report the Committee comprises of the following members:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director ||1 ||1 |
|2. ||Mr. Sandip N. Gandhi ||Member ||Independent Director ||1 ||1 |
|4. ||Mrs. Kosha M. Shah ||Member ||Independent Director ||1 ||0 |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis available on the website of the Company.
Meetings of Nomination and Remuneration Committee:
During the year one meeting of the Committee was held on 11/08/2018.
25. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises of the following members:
|Sr. No. ||Name of the Member ||Designation ||Category |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director |
|2. ||Mr. Ashish M. Shah ||Member ||Non-Promoter Executive |
Details of Investor's grievances/ Complaints:
All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2019 are 8 (Eight). As on the date of this reportthere is no pending complaint.
26. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.
27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has placed an adequate Internal Financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved.
i. STATUTORY AUDITORS
M/s. Nitin K. Shah & Co. Chartered Accountants the Statutory Auditors of theCompany were appointed at the 22nd Annual General Meeting held on 30th August2016 to hold office from the conclusion of Twenty second (22nd) Annual GeneralMeeting (AGM) till the conclusion of 27th Annual General Meeting to be held in the year2021 (subject to ratification of their appointment at every AGM).
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
Management's response on the statutory auditor's Disclaimer of Opinion/Comments on theCompany's consolidated financial statements
Disclaimer of Opinion:
We draw your attention to the:
a) Non-availability of Unaudited/Audited Financial Results of Guardian Finance Pvt.Ltd. (Subsidiary Company acquired during the period)
Appropriate note has been disclosed to the fact that Management has not providedFinancial Results of Subsidiary Company in which Parent has 69.96 per cent equityinvestment during the period. The Subsidiary is registered Non-Banking Financial Companyhaving valid license during the period.
b) Unknown financial impact of said subsidiary
As the audited/unaudited financial results are not made available we could not assessits impact on consolidated statement as to asset/liability or profit/loss.
Our opinion is not qualified in respect of this matter.
Basis of Disclaimer of Opinion of Guardian Finance Pvt. Ltd.
We are unable to comment on the financial impact on the consolidated statement. As aresult of this matter we have not been able to obtain sufficient appropriate auditevidence on the said matter to state whether any adjustments would be required to theinformation included in the financial statements and impact thereof.
Disclaimer of Opinion
Because of significance of these matter described in the basis of Disclaimer of Opinionparagraph we are unable to express our opinion for the same.
We did not audit the financial statements of one subsidiary whose financial resultswere not included in the consolidated annual results.
Our opinion on the Statement is not modified in respect of the above matter in so faras it relates to the amount and disclosures in respect of this subsidiary.
The Board of directors would like to inform you that the accounts of our company arerequired to be audited within 60 days of end of financial year i.e. 29th may2019 however the accounts of M/s Guardian Finance Private Limited (subsidiary company)were not ready at the time of audit by the auditor and henceforth the Company failed toprovide financial information/ accounts of subsidiary company to the auditor for auditpurpose. However the Board ensures that they would take necessary steps in order to avoidsuch future non-compliances.
ii. SECRETARIAL AUDITOR
M/s Vishwas Sharma & Associates Company Secretaries Ahmedabad were appointed asSecretarial Auditor of the Company to conduct secretarial audit pursuant to the provisionsof Section 204 of the Companies Act 2013. The secretarial audit of the Company has beenconducted on a concurrent basis in respect of the matters as set out in the said rules andSecretarial Audit Report given M/s Vishwas Sharma & Associates Company SecretariesSecretarial Auditor of the Company forms part of this report and is marked as"Annexure B".
The said report contains observation or qualification certain observation andqualification which are mentioned her under.
|Qualification ||Explanation |
|Non-Compliance of the regulation 46(1) and 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which stipulates that a listed entity shall maintain a functional website containing the basic information about listed entity; however the Company does not maintain its website. ||The Board of Directors of the Company would like to inform you that due to inadvertent error the Company failed to renew its website therefore the website is temporary non- functional and the Company is in process to renew the website. |
|Non-Compliance of regulation 33(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 regarding submission of the financial results. The Company failed to submit financial results for the quarter ended March 31 2018 within 30 minutes of Board Meeting. ||Due to unavoidable circumstances the Company was unable to upload the financial results on the date of approval of financial results by the board of directors for the quarter ended March 31 2018. However the company uploaded the same on next day and hence there was mere delay of one day. |
|Non-Compliance of regulation 6(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which stipulates that a listed entity shall appoint a qualified Company Secretary as the Compliance Officer and the Company failed to appoint the same for the period from 24th April 2018 to 10th August 2018. However the Company has appointed Mr. Devang Prajapati as a Company Secretary and Compliance Officer w.e.f 11th August 2018. ||The Board of Directors of your Company would like to explain on the said observation that your Company took all reasonable steps to file up casual vacancy arose in office of Company Secretary & Compliance Officer but could not find any candidate. However on finding a candidate the Company appointed Mr. Devang Prajapati as a Company Secretary and Compliance Officer of the Company w.e.f. 11th August 2018. |
|Non-Compliance of the regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which stipulates that a listed entity shall give prior intimation to stock exchange about the meeting of the board of directors at least 5 days in advance (excluding the date of the intimation and date of Meeting) regarding item specified in clause (a) of sub- regulation (1). However the Company has not complied with the same for conveying the board meeting to adopt quarterly and year to date financial results of March 2019 with stock exchange. ||The Company inadvertently failed to give prior intimation to stock exchange about conveying the meeting of the board of directors. However the company shall be more cautious regarding compliance of prior intimation to stock exchange in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. |
|Non-Compliance of the regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which stipulates that a listed entity shall make disclosures of any events or information which in the opinion of the board of directors of the listed company is material as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information. However the Company has made delay of 1 day in filing the disclosure relating to appointment of Internal Auditor & Secretarial Auditor of the Company. ||The Company failed to submit disclosure regarding material event i.e. appointment of Internal Auditor & Secretarial Auditor of the Company within 24 hours of occurrence of event. However the company shall be more cautious regarding compliances related to stock exchange in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. |
iii. COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
29. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.
30. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
31. CORPORATE GOVERNANCE
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs.10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.
32. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) (e) of the Listing Regulations is given as an"Annexure D" to this report.
33. FINANCIAL CALENDAR
The Company expects to announce the unaudited/audited quarterly results for the year2019-20 as per the following schedule:
First quarter: 2nd week of August 2019
Half-yearly results: 2nd week of November 2019
Third quarter: 2nd Week of February 2020
Yearly Results: By end of May 2020
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board of Directors |
|Date: 31/08/2019 ||Sd/- |
|Place: Ahmedabad ||Ashish M. Shah |
| ||Chairman cum Managing Director |
| ||(DIN: 03129204) |