Your Directors are pleased to present to the valued stakeholders the 27thAnnualReport of M/s Paras Petrofils Limited along with the Audited Financial Statementsof the Company for the Year ended March 31st 2018.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2017-18 had been a little tumultuous for the Company as your Companyhas shown a conventional performance during the year under review. The net Loss of yourCompany had gone down from 16161401 (2016-17) to 10341008 (2017-18).
The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below: Amount (In Rupees)
|PARTICULARS ||Standalone |
| ||2017-18 ||2016-17 |
|Income from Business Operations ||- ||- |
|Other Income ||13619998 ||10341583 |
|Total Income ||13619998 ||10341583 |
|Less: Expenditure except Depreciation ||2132691 ||3045942 |
|Profit/Loss before Depreciation and Tax ||11487307 ||7295641 |
|Less: Depreciation ||- ||70518 |
|Profit after Depreciation before || || |
|Extraordinary Items and Taxation ||11487307 ||7225123 |
|Less: Exceptional Items ||21828316 ||36257992 |
|Profit/Loss before Tax ||(10341009) ||(29032869) |
|Less: Tax Expense ||- ||- |
|Add: Deferred Tax Asset ||- ||12871468 |
|Net Profit/Loss after Tax ||(10341009) ||(16161401) |
|Earnings per share: || || |
|Basic ||(0.03) ||(0.05) |
|Diluted ||(0.03) ||(0.05) |
No Dividend was declared for the current financial year due to loss incurred by theCompany.
The Board proposes no amount to transfer to the reserves as the company is runningunder loss.
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.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2017-18. Form AOC-1 is also attached herewith as Annexure A.
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 and part of this Annual Report.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in nature of business of 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 Re designation Resignation Death Dis-qualification variation madeor withdrawn etc. are as follows:
|S. No. ||Name ||Designation ||Nature of Change ||With Effect From ||Reason |
|1. ||Mr. Ashok Raghubir Singh Jain ||Managing Director ||Resignation ||08.03.2018 ||Personal Pre- Occupancies |
|2. ||Mr. Chetankumar Manubhai Sharma ||Additional Director ||Appointment ||19.06.2018 ||- |
|3. ||Mr. Deepak Kishorchandra Vaidya ||Additional Director ||Appointment ||06.08.2018 ||- |
|4. ||Ms. Usha Ashok kumar Jain ||Non Executive Director ||Retire by Rotation ||Ensuing AGM 2018 ||- |
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.
DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review the Company has adopted Indian Accounting Standards forPreparation of Financial Statements.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "AnnexureB". A copy of the same can also be viewed on website of the Company atwww.paraspetrofils.co.in
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
During the year under review Board Meetings Audit Committee Meetings Nomination& Remuneration Committee Meetings Stakeholders' Relationship Committee MeetingsInternal Compliant Committee Meetings and Vigil Mechanism Committee Meetings were convenedand held. All the Meetings including Committee Meetings were duly held and convened andthe intervening gap between two consecutive meetings was within the period prescribedunder the Companies Act 2013 to be read with the SEBI (Listing Obligations&Disclosure Requirements) Regulations 2015.
*The details in respect of the dates of the meetings along with attendance has beenprovided in the Corporate Governance Report which forms part of this Annual Report.
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 of section 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 evaluationprocess and approved the evaluation results thereof.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
STATUTORY AUDITOR AND SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members of the Company at the 26th Annual General Meeting appointed RMR& Co. Chartered Accountants (FRN:106467W) to hold office from the conclusion of26thAnnual General Meeting until the conclusion of the 31st AGM of theCompany.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
We draw your attention to Note No. 2.3 in the Financial Statements which raisedsubstantial doubt on the assumption of going concern concept in preparation of financialstatements for the reason that:
i. The Company has stopped all its activities for more than two year.
There was an intermittent break in the business activities of the Company due tounavoidable reasons however now the Company is in the process of resuming its businessactivities.
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 Company.
The Secretarial Audit was conducted by Mr. Shreyansh Jain PracticingCompany Secretary and the report thereon is annexed herewith as "Annexure-D".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
1. The Company has not made advertisement of closure of register of members innewspapers as stipulated in Rule 10 of Companies (Management and Administration) Rules2014 read with Section 91 of the Companies Act 2013.
2. The Notice convening Annual General Meeting is not in compliance of Section 101 ofthe Companies Act 2013.
3. The Company has not appointed Key Managerial Personnel in accordance with provisionof Section 203 of the Companies Act 2013.
4. The Company does not maintain website.
1. We would like to inform you that your Company has made adequate arrangements toensure the compliance of the discrepancies mentioned in point no. 1 and point no. 2 ofthe Secretarial Audit Report for the Financial Year 2017-18 for the ensuing FinancialYears.
2. Although the Company was not in compliance of the appointment of Key ManagerialPersonnel in accordance with provision of Section 203 of the Companies Act 2013mentioned in the point no. 3 of the Secretarial Audit Report for Financial Year 2017-18we would like to inform you that now your Company has appointed Key Managerial Personnelin accordance with provision of Section 203 of the Companies Act 2013 for ensuingFinancial Years.
3. The Company did not maintained the website in Previous Financial Year as mentionedpoint no. 4 of the Secretarial Audit Report for Financial Year 2017-18 we would like toinform you that your Company now has its own website from the Financial Year 2018-19onwards.
The Company had appointed Internal Auditor for the Company to carry out the InternalAudit Functions. The Internal Auditor submits a "Quarterly Report" to the AuditCommittee for its review.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2017-18 which arerequired to be disclosed by the company in its Board Report under Section 143 (12) of theCompanies Act 2013.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has given loan(s)/guarantee(s) and has made investments covered under theprovision of the section 186 of the Companies Act 2013 during the year under review. Thedetails of which can be referred from Note No. 2.16 of Notes on Financial Statements.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
In the financial year 2017-2018 the company did not enter into any contracts orarrangements with any related party.
The Company has not issued any kind of shares during the year under review.
MATERIAL CHANGES AND COMMITMENTS IF ANY
There are no material changes or commitments noticed by the Board between the end offinancial year of the company as on 31st March 2018 and the date of thisReport.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE 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 energy technology absorptionand foreign exchange earnings and outgoing terms of the Section 134(3)(m) of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 is given below:
|Conservation of energy || |
|1. the steps taken or impact on conservation of energy ||The Company takes efforts to reduce its usage of energy. |
|2. the steps taken by the company for utilizing alternate sources of energy ||The Company hasn't taken any step towards tapping the alternate sources of energy however the management is in talks to employ other sources of energy too. |
|3. the capital investment on energy conservation equipments ||The Company hasn't made any investment as such on energy conservation equipments however the prospects of such investment are likely in the near future. |
|Technology absorption || |
|1. the efforts made towards technology absorption ||The Company takes efforts towards technology absorption |
|2. the benefits derived like product improvement cost reduction product development or import substitution ||NA |
|3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||NA |
|4. the details of technology imported ||NA |
|5. the year of import ||NA |
|6. whether the technology been fully absorbed ||NA |
|7. if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||NA |
|8. the expenditure incurred on Research and Development ||NA |
|Foreign exchange earnings and Outgo || |
|1. The Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2. The Foreign Exchange outgo during the year in terms of actual outflows ||Nil |
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 company's Statutory Auditors confirmingcompliance forms an integral part of this Report.
The relationship with employees continues to be harmonious. The company always considerits human resource as its most valuable asset. Imparting adequate and specialized trainingto its employees is ongoing exercise in the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has in place a sound Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Management monitors and evaluates the efficacy & adequacy of internal controlsystem in the Company in compliance with operating systems accounting procedure andpolicies. Bases on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.
The shares of the Company are presently listed at National Stock Exchange (NSE) BombayStock Exchange (BSE).
All statutory dues including Annual Listing Fees for the Financial Year 2017-18 hasbeen paid (with interest if any payable) 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.
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.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is in receipt of remuneration requiringdisclosure pursuant to the provisions of Section 197 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014; hence no such particulars areannexed.
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.
Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stakeholders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.
| || ||By Order of the Board of Directors |
| || ||For Paras Petrofils Limited |
| ||Usha Ashokkumar Jain ||Harikishan Chunilal Panpaliya |
|Date:14.08.2018 ||DIN:01545905 ||DIN:02645602 |
|Place: Surat ||Director ||Director |