Paras Petrofils Ltd.
|BSE: 521246||Sector: Industrials|
|NSE: PARASPETRO||ISIN Code: INE162C01024|
|BSE 00:00 | 04 Mar||Paras Petrofils Ltd|
|NSE 05:30 | 01 Jan||Paras Petrofils Ltd|
|BSE: 521246||Sector: Industrials|
|NSE: PARASPETRO||ISIN Code: INE162C01024|
|BSE 00:00 | 04 Mar||Paras Petrofils Ltd|
|NSE 05:30 | 01 Jan||Paras Petrofils Ltd|
Paras Petrofils Limited
Your Directors present this 31stAnnual Report together with the AuditedAnnual Financial Statementsof ParasPetrofils Limited ("Paras" or "theCompany") for the year ended March 31st 2022.
FINANCIAL HIGHLIGHTS- AT A GLANCE S
Overall Performance of your Company
The Financial Year 2021-2022 had been highly competitive scenariofor the Companyas your Company has made necessary efforts to eliminate potential lossessuffered due tothe Covid- 19 related challenges. The Net Profit of your Company isRs.85.62Lacs in theFinancial Year 2021-2022 as compared to Net Profitof Rs. 87.76Lacs in the Financial Year2020-2021.
S The financial summary performance highlights operations/state of affair ofyourCompany for the year are summarized below:
Amount (In Lakhs)
No Dividend was declared for the current financial year due to carry forward ofprevious losses in the Company.
The Board proposes no amount to transfer to the reserves and noamount is proposed to beretained in surplus.
There was no change under the Share Capital during the year under review as the Companyhas not issued any shares including Equity Shares Shares with Differential Voting RightsStock Options Sweat Equity etc. The Company has not bought back any equity shares duringthe year 2021-2022.
As on 31st March 2022 paid-up share capital of the Company stood at367843000 consisting of 334221000 Equity Shareof Rs. 1/-each and 3362200 11% NoncumulativePreference Shares of Rs.10/- each.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.
During the year under review the Company has not accepted any deposits in terms of section73 of the Companies Act 2013.There were no unclaimed deposits at the end of FinancialYear i.e. 31st March 2022.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2021-22.A statement about Subsidiary / Joint Ventures /Associate Company in the form AOC-1 is not applicable.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the requirements prescribed under the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) readwith the MCA Circulars granting exemptions in view of the Covid-19 pandemic.
MAINTENANCE OF COST RECORD:
As per sub-section (1) of section 148 of the Companies Act 2013 maintenance of CostRecords has not been prescribed by the Central Government for the products/servicesmanufactured/provided by the company.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Redesignation Resignation DeathDis-qualification variation made orwithdrawn etc. are as follows:
Mr. Deepak Kishorchandra Vaidya (DIN: 08201304)Whole-timeDirector will be retiring byrotation at this Annual General Meeting and being eligible offershimfor re-appointment.The Board recommends his re-appointment to the Board of the Company at this Annual GeneralMeeting.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:
(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit & loss of the Company for that period ;
(c) the Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing & detecting fraud & otherirregularities;
(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 theCompany and such controls are adequate and are operating effectively;
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7)that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.
EXTRACT OF ANNUAL RETURN
The Annual Returnin terms of section 92(3) of the Actfor the financial year 2021-22 isavailable on the Company's website and can be accessed at https://www.paraspetrofUs.in/
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
The details of Board Meetings convened during the year along with other details ofBoard Meetings held are given in Corporate Governance Reportwhich forms the integral partof this Annual Report. The maximum interval between any two meetings did not exceed 120days as prescribed in the Companies Act 2013.
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
VIGIL MECHANISM COMMITTEE
The Vigil Mechanism Committee of the Company is constituted in line with the provisionsof section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI(Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of theCommittee is given in the Corporate Governance report which forms the integral part ofthis Annual Report.
BOARD ANNUAL EVALUATION
The provisions ofsection 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule-IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent
Directors. The Board was satisfied with the evaluation process and approved theevaluation results thereof.
STATUTORY AUDITOR&SECRETARIAL AUDITORWITH THEIR QUALIFICATION. RESERVATIONORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members at the Annual General Meeting held on 30thSeptember 2017appointed M/s RMR & Co. Chartered Accountant(FRN:106467W) as StatutoryAuditors of the Company for a period of five years to hold office from the conclusion ofthat meeting till the conclusion of 31stAnnual General Meeting of the Company.
M/s RMR & Co. Chartered Accountant (FRN:106467W)retires at the conclusion ofensuing Annual general meeting and had confirmed their eligibility for the reappointmentand willingness to accept office if reappointed.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s. M.D. Baid & Associates Company Secretaries to undertakeSecretarial Audit of the Companyfor FY 2021-22.
The Secretarial Audit was conducted by Mr. Shreyansh Jain Practicing CompanySecretary and the report thereon is annexed herewith as "Annexure- A".
Qualification and Directors' comments on the report of Secretarial Auditor:
There are qualifications reservations or adverse remarks made by Secretarial Auditorsin their Report and the same is self explanatory.
Annual Secretarial Compliance Report
The provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure)Regulations 2015 are applicable on the Company. Therefore the Company has obtained acertificate from a Practicing Company Secretary and has been attached with this AnnualReport. The report thereonis annexed herewith as "Annexure-B".
C. INTERNAL AUDITOR
The Company had appointed Internal Auditor to carry out the Internal Audit Functions.The Internal Auditor submits a "Quarterly Report" to the Audit Committee for itsreview.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming part of the AnnualReport.
All investments made during the year were within the stipulated limits of law.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
In the financial year 2021-22 The Company has not entered into any transaction withthe related parties within the purview of section 188 of the Companies Act 2013. Thusform AOC-2 is not required.
MATERIAL CHANGES AND COMMITMENTS. IF ANY.AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company's operation in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO
The requisite information with regard to conservation of energytechnology absorptionand foreign exchange earnings and outgoin terms of the Section 134(3)(m) of the CompaniesAct 2013 readwith Companies (Accounts) Rules 2014 is given below:
Further there were no foreign exchange earnings and outgo during the year underreview.
The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. This policy is explained in"Corporate Governance Report" and is also posted on website of the company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013" and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the Practicing Company Secretary confirmingcompliance forms an integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a comprehensive Internal FinancialControl system commensurate with thesize scale and complexityof its operation. The system encompasses the major processestoensure reliability of financial reporting compliance with policiesprocedures lawsand regulations safeguarding of assets andeconomical and efficient use of resources.
The Company has performed an evaluation and made anassessment of the adequacy and theeffectiveness of the Company'sInternal Financial Control System. The Statutory Auditors oftheCompany have also reviewed the Internal Financial Control systemimplemented by theCompany on the financial reporting and intheir opinion the Company has in all materialrespects adequateInternal Financial Control system over Financial Reporting andsuchControls over Financial Reporting were operatingeffectively as on 31stMarch2022 based on the internal control over financial reporting criteria established by theCompany.
The policies and procedures adopted by the Company ensuresthe orderly and efficientconduct of its business and adherenceto the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparationof reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.
Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is in receipt of remuneration requiringdisclosure pursuantto the provisions of Section 197 read with the Companies (Appointmentand Remuneration ofManagerial Personnel) Rules 2014; hence no such particulars areannexed.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.
All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.
DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015
With reference to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the disclosure of Statement of Deviation(s) orVariation(s) as per the said regulation is not applicable to the Company.
The Directors hereby acknowledge the dedication loyalty hard work solidarity andcommitment rendered by the employees of the Company during the year. They would also liketo place on record their appreciation for the continued patronage assistance and guidancereceived by the Company during the year from bankers government authoritiesshareholdersand other stakeholders and Stock Exchange authorities without whom the overallsatisfactory performance would not have been possible.