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Pansari Developers Ltd.

BSE: 538381 Sector: Infrastructure
NSE: PANSARI ISIN Code: INE697V01011
BSE 05:30 | 01 Jan Pansari Developers Ltd
NSE 05:30 | 01 Jan Pansari Developers Ltd

Pansari Developers Ltd. (PANSARI) - Director Report

Company director report

To

The Members

Pansari Developers Limited

(Formerly known as Pansari Developers Private Limited)

Your Directors have pleasure in presenting the Twenty Fourth AnnualReport on the business and operations of the Company and the Audited Accounts for theFinancial Year ended March 312020.

1. FINANCIAL HIGHLIGHTS

Your Company's Financial Performance for the year under review is summarizedbelow

(Amounting)

Particulars Financial Year
2019-20 2018-19
Total Income 354398364.93 139878741.05
Total Expenditure 316638493.78 115343647.07
Profit Before Tax 37759871.16 24535093.98
Tax Expense 10218274.07 5079352.37
Profit After Tax 27541597.09 19455741.61
Balance of Profit brought forward from previous year 341446532.82 321990791.21
Appropriations:
Transferred to General Reserve - -
Balance of Profit carried forward 368988129.91 341446532.82
Earnings Per Share (Rs.) 1.58 1.12
Net Worth 599040129.91 571498532.82

 

2. DIVIDEND

With a view to provide a cushion for any financial contingencies in thefuture and to strengthen the financial position of the Company your Directors havedecided not to recommend any dividend for the period under review.

3. TRANSFER TO RESERVES

During the year under review no amount was transferred to theReserves.

4. FINANCIAL HIGH LIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for theyear 2018-19 and period subsequent there to have been given hereunder:

• The total revenue of the Company during the financial year2019-20 was 354398364.93 against the total revenue of 139878741.05 in the previousfinancial year 2018-19.

• The total expense of the Company during the financial year2019-20 was 316638493.78 against the expense of 115343647.07 in the previous financialyear 2018-19.

• The Profit after tax is 27541597.09for the financialyear 2019-20 as compare to 19455741.61 in the previous financial year 2018-19.

• The Directors trust that the shareholders will find theperformance of the company for financial year 2019-20 to be satisfactory. The Earning perShare (EPS) of the company is 1.58 per share.

5. SHARE CAPITAL AND CHANGES

During F. Y. 2019-20 changes in the capital structure of Company areas follows.

a) Issue of Equity Shares with differential rights

Company had not issued any Equity Shares having differential rightsduring the year.

b) Issue of sweat equity shares

Company had not issued any Sweat Equity Shares rights during the year.

c) Issue of employee stock options

Company had not issued any employee stock options during the year.

d) Provisions of money by Company for purchase of its shares byemployees or by trustees for the benefit of employees

The Company does not have any provision of Money for purchase of itsshares by employees or by trustees for the benefit of Employees.

6. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions withthe Company's Promoters Directors Management or their relatives which could havehad a potential conflict with the interests of the Company. Transactions with relatedparties entered by the Company in the normal course of business are periodically placedbefore the Audit Committee for its omnibus approval and the particulars of contractsentered during the year as per Form AOC-2 is annexed herewith and marked as Annexure"A".

The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsrelated parties in compliance with the applicable provisions of the Companies Act 2013the rules made thereunder and the Listing Agreement. This policy was considered andapproved by the Board and has been uploaded on the website of the Company at www.pansaridevelopers.com.

7. AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

M/s. Agrawal Subodh & Co was re-appointed as a Statutory Auditorof the Company to conduct Statutory Audit for the financial year 2019-20 as required underSection 139 of the Companies Act 2013 and Rules there under.

 

Auditors Report

There are no observations (including any qualification reservationadverse remark or disclaimer) of the Auditors in their Audit Report that may call for anyexplanation under section 134(3)(f) of the Companies Act 2013 from the Directors.Further the notes to accounts referred to in the Auditor's Report are self-explanatory.

b) Secretarial auditor:

Mr. Prakash Shaw Practicing Company Secretary Kolkata was appointedas a Secretarial Auditor of the Company to conduct Secretarial Audit for the financialyear 2019-20 as required under Section 204 of the Companies Act 2013 and Rules thereunder.

The Secretarial Audit Report for the financial year ended March 312020 is annexedherewith marked as Annexure "B" to this Report.

 

Secretarial Auditor's Report:

The Secretarial Audit Report for the financial year ended 31st March2020 is self- explanatory and does not call for any further comments.

There is no qualification reservations or adverse remarks made by theAuditors

c) Intemal Auditor:

As per Section 138 of Companies Act 2013 every Listed Company isrequired to appoint an Internal Auditor or a firm of Internal Auditors.

The Board of directors are pleased to confirm the appointment of M/s.S. Bhalotia & Associates (Chartered Accountants) as Internal Auditors of thecompany.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the year there were no changes in Directors & Key ManagerialPersonnel.

9. VIGIL MECHANISII/WIIISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosure Requirements) 2015 the Board has adopted VigilMechanism in the form of Whistle Blower Policy to deal with instances of fraud ormismanagement.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS:

The Company has an Internal Control System commensurate with sizescale and complexity of its operations. The internal financial controls are adequate andare operating effectively so as to ensure orderly and efficient conduct of businessoperations.

The Audit Committee in consultation with the Internal Auditorformulates the scope functioning periodicity and methodology for conducting the InternalAudit. Based on the Internal Audit Report and review by the Audit Committee processowners undertake necessary actions in their respective areas.

The Board has also put in place requisite legal compliance framework toensure compliance of all the applicable laws and that such systems are adequate andoperating effectively.

11. NOMINATION AND REMUNERATION POLICY

The Company follows Nomination and Remuneration Policy for DirectorsKey Managerial Personnel and Senior Management Personnel and other employees of theCompany as approved by the Board of Directors. The Nomination and Remuneration Policy isannexed herewith and marked as Annexure "C".

12. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration ofindependence as required pursuant to section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

13. MEETING OF THE BOARD OF DIRECTORS:

Composition

Your company has an optimum combination of Executive and Non-ExecutiveDirectors with 60% of the Board of Directors comprising of Non-Executive Directors.

• 2 Promoter Executive Directors

• 3 Independent Non-Executive Directors

• 2 Non-Executive Directors

The Board of Directors of the Company met Six times during the year onin respect of which proper notices were given and the proceedings were properly recordedsigned and maintained in the Minutes book kept by the Company for the purpose. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

Name of the Director Number of Board Meeting held during the Year Number of Board Meetings attended Attendance at last AGM (Yes/No)
Mr. Mahesh Agarwal 6 6 Yes
Mr. Ankit Agarwal 6 6 Yes
Mr. Manoj Kumar Agarwal 6 6 Yes
Mrs. GarimaAgarwal 6 6 Yes
Mr.DebasishBal 6 6 Yes
Mr. Pratap Das 6 6 Yes
Mr. Sashi Agarwal 6 6 Yes

No Director is related to any other Director except Mr. MaheshAgarwal and Mr. Ankit Agarwal are relatives.

14. COMMITTEES AND THETR MEETINGS

A. Audit Committee Composition

The Audit Committee of the Company comprises of two IndependentNon-Executive Directors and one Executive Director. All the members of the committeepossess knowledge of Corporate Finance Accounts Audit and Company Law. The Chairman ofthe Committee is an Independent Non-Executive Director nominated by the Board. TheCompany Secretary acts as the Secretary to the Committee.

Brief description of the Terms of Reference

Audit Committee of the Company inter-alia provides guidance to theBoard on the adequacy of the internal control and financial disclosures. They also provideguidance to liaise with the Internal Auditors as well as the Statutory Auditors of theCompany. Terms of reference of the Audit Committee include:

1. Oversight of the Company's financial reporting process and thedisclosure of its financial information to ensure that the financial statement iscorrect sufficient and credible;

2. Recommending to the Board the appointment re-appointment and ifrequired the replacement or removal of the Statutory Auditors and the fixation of auditfees;

3. Approval of payment of Statutory Auditors for any other servicesrendered by the statutory auditors;

4. Reviewing with the management the quarterly half-yearlynine-months and annual financial statements standalone as well as consolidated beforesubmission to the Board for approval;

5. Reviewing the Management Discussion and Analysis Report of thefinancial condition and results of operations;

6. Reviewing with the management the annual financial statements andauditor's report thereon before submission to the board for approval with particularreference to:

• Matters required to be included in the Director's ResponsibilityStatement to be included in the Board's report as per Section 134(3)(c) of the CompaniesAct 2013.

• Changes if any in accounting policies and practices andreasons for the same

• Major accounting entries involving estimates based on theexercise of judgment by management

• Significant adjustments made in the financial statements arisingout of audit findings.

• Compliance with listing and other legal requirements relating tofinancial statements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report.

7. Review the financial statements of unlisted subsidiary companies(including joint ventures) and investments made by the unlisted subsidiary companies(including joint ventures).

8. Discussion with statutory auditors before the audit commences aboutthe nature and scope of audit as well as post-audit discussion to ascertain any area ofconcern;

9. Reviewing and monitoring the auditor's independence and performanceand effectiveness of audit process;

10. Reviewing with the management the statement of uses / applicationof funds raised through an issue (public issue rights issue preferential issue etc.)the statement of funds utilized for purposes other than those stated in the offer document/ prospectus / notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter;

11. Approval or any subsequent modification of transactions of thecompany with related parties;

12. Reviewing and Scrutinizing of inter-corporate loans andinvestments;

13. Evaluating the internal financial controls and risk managementsystems of the Company;

14. Reviewing with the management performance of statutory andinternal auditors adequacy of the internal control systems;

15. Reviewing the findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the board;

16. Reviewing the adequacy of internal audit function if anyincluding the structure of the internal audit department staffing and seniority of theofficial heading the department reporting structure coverage and frequency of internalaudit;

17. Discussion with internal auditors of any significant findingsand follow up there on;

18. To look into the reasons for substantial defaults in the payment tothe depositors debenture holders shareholders (in case of non-payment of declareddividends) and creditors if any;

19. Review and approve policy on materiality of related partytransactions and also dealing with related party transactions:

20. Review of the Whistle Blower mechanism of the Company as per theWhistle Blower Policy. Overseeing the functioning of the same;

21. Approval of appointment of CFO (i.e. the whole-time FinanceDirector or any other person heading the finance function or discharging that function)after assessing the qualifications experience and background etc. of the candidate;

22. Any other matter referred to by the Board of Directors.

Meetings & Attendance

During the financial year ended March 312020 six Audit CommitteeMeetings were held on 30.05.201914.06.201917.07.20191411201907.01.2020 and11.03.2020. The attendance at the Committee Meetings is as under:

Name of the member of Audit Committee Status in Committee Meeting held during the year Meeting attended during the year
Mr. Debasish Bal Chairman 6 6
Mrs. Garima Agarwal Member 6 6
Mr. Mahesh Agarwal Member 6 6

B. Nomination and Remuneration Committee

Composition

The Nomination and Remuneration Committee currentlycomprises of three Non-Executive

Independent Directors i.e. Mr. Manoj Agarwal (Chairman) Mr. DebasishBal (Member) and

Mrs. Garima Agarwal (Member).

Brief description of terms of reference

i) Formulation of the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration of the directors key managerial personnel and other employees;

ii) Formulation of criteria for evaluation of Independent Directors andthe Board;

iii) Devising a policy on Board diversity;

iv) Identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the Board their appointment and removal.

Meetings & Attendance

During the year under review Nomination and Remuneration CommitteeMeetings were held on30.05.2019 and 14.11.2019. The attendance at the Committee Meetingsis as under:

Name of the Member Status in Committee Meeting held during the year Meeting attended during the year
Mr. Manoj Agarwal Chairman 2 2
Mr. Debasish Bal Member 2 2
Mrs. Garima Agarwal Member 2 2

C. Stakeholders' Relationship Committee Composition

Stakeholders' Relationship Committee comprises of three Non-ExecutivesIndependent Directors i.e. Mr. Manoj Agarwal (Chairman) Mr. Debasish Bal (Member) andMrs. Garima Agarwal (Member).

Brief Description of Terms of Reference

The Stakeholders' Relationship Committee inter-alia approvestransfer/transmission of shares issues of duplicate share certificates and reviews allmatters connected with transfer of securities of the Company.

Meetings & Attendance

During the year under review Stakeholders' Relationship CommitteeMeetings were held on 30.05.2019 and 14.11.2019. The attendance at the Committee Meetingsis as under:

Name of the Member Status in Committee Meeting held during the year Meeting attended during the year
Mr. Manoj Agarwal Chairman 2 2
Mr. Debasish Bal Member 2 2
Mrs. Garima Agarwal Member 2 2

D. Corporate Social Responsibility Committee Composition

Corporate Social Responsibility Committee comprises of twoExecutives Directors and one Independent Director i.e. Mr. Mahesh Agarwal (Chairman) Mr.Ankit Agarwal (Member) and Mr. Manoj Agarwal (Member).

Brief Description of Terms of Reference

• formulating and recommending to the Board the CSR Policy andactivities to be undertaken by the Company;

• recommending the amount of expenditure to he incurred on CSRactivities of the Company;

• reviewing the performance of Company in the area of CSR;

• providing external and independent oversight and guidance on theenvironmental and social impact of how the Company conducts its business;

• monitoring CSR Policy of the Company from time to time;

• monitoring the implementation of the CSR projects or programs oractivities undertaken by the Company.

15. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING/OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is annexed herewith and marked asAnnexure "D".

16. BOARD EVALUATION

The Companies Act 2013 states that a formal annual performanceevaluation needs to be made by the Board of its own performance the Directorsindividually as well as the evaluations of its committees. As per schedule IV of theCompanies Act 2013 the performance evaluation of independent Directors shall be done bythe entire Board of Directors excluding the Director being evaluated. The evaluation ofall the Directors and the Board as a whole was conducted based on the criteria andframework adopted by the Board.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Board has constituted a Corporate Social Responsibility (CSR) Committeeof the Board under the Chairmanship of an Executive Director. Your Company has aCSR policy in place which aims to ensure that your Company continues to operate itsbusiness in an economically socially and environmentally sustainable manner whilerecognizing the interests of all its stakeholders.

During the year under review as part of its CSR activities yourCompany focused on promotion of educational initiatives by supporting the schools near itsarea of operations.

18. MEETING OF INDEPEENDENT DIRECTORS

During the year under review Independent Director Meeting was heldon30.05.2019

19. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business andis committed to managing the risks in a proactive and efficient manner. YourCompany has implemented an integrated Risk Management Policy through which it reviews andassesses significant risks on a regular basis to help ensure that there is a robust systemof risk controls and mitigation in place. Senior management periodically reviews this riskmanagement framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks whichthreaten the existence of the Company.

20. STATE OF COMPANY'S AFFAIRS

Detailed information on the operations of the Company businessenvironment and future expectations are provided in the Management Discussion and AnalysisReport which is annexed herewith and marked as Annexure "E".

21. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared inaccordance with Section 129 of the Companies Act 2013 read with relevant AccountingStandards issued by The Institute of Chartered Accountants of India and forms part of thisAnnual Report

22. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT- 9 in accordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is annexed herewith and marked as Annexure"F".

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORSOR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There are no material changes and commitments affecting the financialposition of the company have occurred between the end of the financial year of the companyto which the financial statements relate and the date of this report.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013

As a good corporate citizen Pansari Developers Limited is committed toa gender friendly workplace. It seeks to enhance equal opportunities for men and womenprevent/stop/redress sexual harassment at the workplace and institute good employmentpractices.

Pansari Developers Limited maintains an open door for reportees andencourages employees to report any harassment or other unwelcome and offensive conduct.The Company has constituted an Internal Complaint Committee (ICC) in pursuant to theprovisions of the Companies Act 2013 for prevention prohibition and redressal ofcomplaints / grievances on the Sexual harassment of women at work place. This policy iscommunicated to all employees in an appropriate and meaningful manner.

25. DEPOSITS

The Company has neither accepted nor renewed any deposits during theFinancial Year 2019- 2020 in terms of Chapter V of the Companies Act 2013.

26. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit asstated in Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

27. DETAILS OFSUBSIDIARY. JOINT VENTURE ORASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Associate Company but theCompany has invested in Papillion Developers LLP and in Unipon Purti Developers LLP asPartner at 50% sharing ratio of profits and losses to be treated as Joint Ventures.

During the year the Board of Directors reviewed the affairs of itsJoint Ventures. In accordance with the Section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the Company's JointVentures is annexed herewith and marked as Annexure "G" in the prescribedForm AOC-1.

28. LOANS. GUARANTEES AND INVESTMENTS:

The details of Loans Guarantees & Investments covered under theprovision of Section 186 of the Companies Act 2013 during the period under review areprovided in Notes which forms an integral part of this Annual Report

29. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to as per Sec 134 (5) of the Companies Act 2013 theDirectors confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the directors had prepared the annual accounts on a going concernbasis;

e) the directors in the case of a listed Company had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

30. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients business associatesprincipals bankers regulators exchanges depositories and shareholders for theirvaluable contribution towards the progress of the Company. Your Directors particularlywish to place on record their sincere appreciation of the best efforts put in by theemployees at all levels but for which the Company could not have achieved what it didduring the year under review.

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