To the Members
Parvati Sweetners and Power Limited Bhopal (MP)
The Directors are pleased to present you the 11th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended March 31 2022.
FINANCIAL RESULTS AND OPERATIONS
The summary of financial performance for the Financial Year ended March 31 2022 andthe corresponding figures for the Financial Year ended March 31 2021 are as under:
| || ||(Figures in INR) |
| || |
For the financial year ended
|Particulars ||March 31 2022 ||March 31 2021 |
|Revenue from Operations ||713782408.00 ||585414204.00 |
|Other Income ||2339146.00 ||2848751.00 |
|Total Revenue ||716121554.00 ||588262955.00 |
|Cost of materials Consumed ||704611037.00 ||643738519.00 |
|Changes in inventories of finished goods WIP stock- in -trade ||-131231875.00 ||- 221645996.00 |
|Employee Benefit Expenses ||13508606.00 ||21777453.00 |
|Financial charges ||35313000.00 ||28765954.00 |
|Depreciation ||46025367.00 ||44506017.00 |
|Other Expenses ||39297501.00 ||58387033.00 |
|Total Expenses ||707523636.00 ||575528980.00 |
|Profit or Loss Before exceptional and extraordinary items and tax ||8597918.00 ||12733975.00 |
|Exceptional Items ||- ||125457.00 |
|Profit or Loss Before tax ||8597918.00 ||12608518.00 |
|Tax Expenses: || || |
|a) Current Tax ||0.00 ||0.00 |
|b) Earlier Tax Adjustments ||-- ||-- |
|c) Deferred Tax ||-3910657.00 ||200206.00 |
|Total Tax Expense ||-3910657.00 ||200206.00 |
|Net Profit or Loss After Tax ||12508575.00 ||12408312.00 |
|Earnings Per Share (Basic) ||0.14 ||0.18 |
|Earnings Per Share (Diluted) ||0.14 ||0.18 |
(Previous year figures have been regrouped wherever necessary to confirm to the currentyear's presentation)
PERFORMANCE REVIEW & THE STATE OF COMPANY'S AFFAIRS
During the year under review the Revenue from operations amounted to Rs.713782408.00/- as against Rs. 585414204.00/-in the previous year. The Profit BeforeTax declined by 31.81% to Rs. 8597918.00/-as against Rs. 12608518.00/- reported inprevious year. The Net Profit for the year under review amounted to Rs.12508575.00/-asagainst Rs. 12408312.00/- in the previous year. During the year under review theEarning per Share of the company is Rs 0.14/-(Basic) and Rs 0.14/-(Diluted).
The company is under the process of credit surveillance with the credit ratingagencies.
RE-CLASSIFICATION OF PROMOTERS
Requests received from Nine (9) members of promoters/promoter group of the Company havebeen approved by the Board of the Directors for re-classification of their shareholdingfrom 'Promoter & Promoter Group' Category to 'Public' Category and Removal of namesfrom Promoter and Promoter Group Category.
The resolution seeking shareholders approval to the above forms part of the Noticeconvening the Eleventh (11th) Annual General Meeting.
(a) Changes in Capital structure of the Company
|Authorised ||Share Capital |
|As on 31st March 2022 ||As on 31st March 2021 |
|750000000/- Rs. (150000000 ||550000000/- Rs. (110000000 |
|Equity Shares of Rs. 5/- Each) ||Equity Shares of Rs. 5/- Each) |
|Issued/Subscribed/Paid up Share Capital |
|As on 31st March 2022 ||As on 31st March 2021 |
|450899910/- Rs. (90179982 ||354269585/- Rs. (70853917 |
|Equity Shares of Rs. 5/-Each) ||Equity Shares of Rs. 5/-Each) |
In the 10th Annual General Meeting held on 22nd September 2021 the members approvedincrease in authorised capital from INRs. 550000000 (Fifty Five Crores) to INRs.750000000 (Seventy Five Crores).
Preferential Allotment of 19326065 equity shares of INRs. 5 each fully paid at apar to four individual (non- promoter). Accordingly in compliance with the applicablelaws and regulations the Company has got the in-principle approval from the BSE Limited(a stock exchange where the shares of the Company are Listed) for issue and allotment ofEquity Shares to individual (Non -Promoters) on April 8 2021. and thereafter the Companyhas allotted 19326065 equity shares to them on different dates of the month of April2021. Consequently the equity share capital of the Company increased by INRs 9.66 crores.
At present the paid up capital of the Company is INRs. 450899910.00.
Further during the financial year the Company has not issued and allotted any sweatequity shares or bonus shares or any equity shares with differential voting rights.
(b) Status of Shares
As the members are aware the Company's shares are compulsorily tradable in electronicform. Out of the total paid up capital representing 90179982 equity shares thefollowing equity shares of the Company are in dematerialised and physical form as on March31 2022:
|Sr. No ||Capital Details ||No. of Shares ||% of Total issued Capital |
|1. ||Held in dematerialised form in CDSL ||84252631 ||93.43 |
|2. ||Held in dematerialised form in NSDL ||5745196 ||6.38 |
|3. ||Physical ||182155 ||00.19 |
| ||Total ||90179982 ||100.00 |
Note: Pursuant to the amendment in Regulation 40 of SEBI (LODR) Regulations 2015dated June 8 2018 & SEBI date extension circular dated Dec 03 2018 has mandatedthat transfer of securities would be carried out in dematerialised form only effectiveApril 01 2020. So it is requested to all the Members holding the shares in physical formto dematerialise the same for giving effect to any transfer of company's securities.
The Equity Shares of your Company is listed on Bombay Stock Exchange (BSE) Limited. TheCompany confirms that it has paid the Annual Listing Fees to BSE where the Company'sShares are listed.
EXTRACT OF THE ANNUAL RETURN [SECTION 134 (3) (a) & SECTION 92(3)]:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31st March 2022 is available on the Company's website onhttps://www.parvatisweetners.co.in
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS [SECTION 134 (3) (b)]:
During the year under review Nine meetings of the Board of Directors of the Companywere held on 16th April 2021 22nd April 2021 23rd April 2021 18th May 2021 19th June2021 14th August 2021 29th October 2021 27th November 2021 and 10th February 2022. Theattendances of Directors of the above meetings are given in the Corporate GovernanceReport that forms part of this Annual Report. The maximum interval between any twomeetings did not exceed 120 days. The details of the meeting of the committees are alsogiven in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT [SECTION 134 (3) (c) & 134(5)]:
Pursuant to Section 134(5) of the Companies Act 2013 (the "Act") Directorsof your Company hereby state and confirm that:
(a) in the preparation of the annual accounts for the period ended March 31 2022 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
(b) the directors have 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 of the company for that period;
(c) the directors have 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 have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(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.
DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT[SECTION 134 (3) (ca)]:
During the year under review Statutory Auditor and Secretarial Auditor have notreported any incident of fraud under sub section 12 of section 143 of the Act.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS [SECTION 134 (3)(d)]:
The Company has received and taken on record the declarations received from theIndependent Directors of the Company confirming their Independence in accordance with theSection 149(6) of the Companies Act 2013 and sub regulation (8) and (9) of regulation 25of SEBI (LODR) Regulations 2015. In opinion of the Board they fulfill the conditionsspecified in the Act and the Rules made there under for the appointment as IndependentDirectors and are independent of the management.
In compliance with the requirements of the SEBI (LODR) Regulations 2015 the Companyhas put in place a familiarisation programme for the Independent Directors to familiarisethem with their roles rights and responsibilities as Independent Directors the workingof the Company nature of the industry in which the Company operates business model andso on. Further at the time of the appointment ofan independent director the Companyissues a formal letter of appointment outlining his / her role function duties andresponsibilities. The format of the letter of appointment is available on our websitewww.parvatisweetners.co.in
COMMITTEES OF THE BOARD
The Board of Directors has constituted various mandatory and non-mandatory Committeesto deal with specific areas and activities which concern the Company and requires a closerreview. The Committees are formed with approval of the Board and function under theirrespective Charters. These Committees play an important role in the overall management ofday-today affairs and governance of the Company. The Board Committees meet at regularintervals and take necessary steps to perform its duties entrusted by the Board. TheMinutes of the Committee Meetings are placed before the Board for noting. The Boardcurrently has the following Committees:
(a) Audit Committee:
The Audit Committee was constituted by our Board in accordance with Section 177 of theCompanies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015. Thecomposition quorum terms of reference functions powers roles and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of the SEBI (LODR) Regulations 2015. All the members of the committee are financiallyliterate.
The details regarding composition terms of references powers functions scopemeetings and attendance of members are included in Corporate Governance Report which formspart of the Annual Report.
(b) Stakeholder's Relationship Committee
Stakeholder's Relationship Committee has been constituted by the Board in accordancewith Section 178 (5) of the Companies Act 2013.
The details regarding composition terms of references powers functions scopemeetings attendance of members and the status of complaints received during the year areincluded in Corporate Governance Report which forms part of the Annual Report.
(c) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board inaccordance with section 178 of Companies Act 2013 and Regulation 19 of SEBI (LODR)Regulations 2015.
The details regarding composition terms of references powers functions scopemeetings and attendance of members are included in Corporate Governance Report which formspart of the Annual Report.
(d) Executive Committee
During the Financial Year 2019-2020 the Board constituted the Executive Committee ofDirectors under the provisions of Section 179(3) of the Companies Act 2013 and rules madethere under in order to have the timely and expeditious execution of routine financialmatters.
The details regarding composition terms of references powers responsibilitiesscope meetings and attendance of members are included in Corporate Governance Reportwhich forms part of the Annual Report.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE [SECTION 134 (3) (f)]:
By the Statutory Auditor in their Report: has no qualification or adverse remarks
By Company Secretary in Practice in Secretarial Audit Report: has no qualification oradverse remarks
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 [SECTION 134 (3)(g)]:
Loans guarantees and investments covered under Section186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.
SUBSIDIARIES AND ASSOCIATES [RULE 8(5)(iv) OF COMPANIES (ACCOUNTS) RULES 2014]
During the period under review Company does not have subsidiaries/jointventures/Associate Companies.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES [SECTION 134 (3) (h)]:
The Audit Committee and the Board of Directors have approved the Related PartyTransactions Policy specifying the individual threshold limits for each transaction andthe same has been uploaded on the Company's website and can be accessedwww.parvatisweetners.co.in
The Company has a process in place to periodically review and monitor Related PartyTransactions.
All the Related Party Transactions were in the ordinary course of business and at arm'slength. The Audit Committee has approved the related party transactions for the FY 2022and estimated related party transactions for FY 2023.
The routine related party transactions were placed before the Audit Committee for theiromnibus approval. A statement of all related party transactions entered was presentedbefore the Audit Committee on a quarterly basis specifying the nature value and anyother related terms and conditions of the transactions.
The particulars of contract or arrangements entered into by the Company during thefinancial year 2021-22 with related parties referred to in sub-section (1) of section 188of the Companies Act 2013 including certain arms length transactions under third provisothereto has been disclosed in Form No. AOC -2 ***There are no transaction that arerequired to be reported in form AOC-2.
RESERVES [SECTION 134 (3) (j)]:
During the Year under review the Board of Directors has not recommended transfer ofany amount of profit to any reserves. Hence the amount of profit for the financial yearunder review has been carried forward to the Statement of Profit and Loss. Retain asretain earning.
DIVIDEND [SECTION 134 (3) (k)]:
Keeping in view the financial outlook & plough back the profits your directors hasdecided not to recommend payment of dividend for the year under review.
MATERIAL CHANGES AND COMMITMENTS IF ANY [SECTION 134 (3) (l)]:
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.
CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO[SECTION 134 (3) (m)]:
Information as per the Companies Act 2013 and the rules framed thereunder relating toconservation of energy technology absorption foreign exchange earnings and outgo formsare as follows:
The particulars as required to furnish for the year 2021-22 are under:
|S.No. ||Particulars ||Comments |
|(A) ||Conservation of energy || |
|(i) ||the steps taken or impact on conservation of energy; ||In view of Business Activities adequate measures are taken to conserve and reduce the energy consumption like usage of LED Lights and power saving centralized air conditioners. |
|(ii) ||the steps taken by the company for utilizing alternate sources ||The Company is primarily using the renewable |
| ||of energy; ||source of energy by using solar based boilers in the production at factory. |
|(iii) ||the capital investment on energy conservation equipment's ||Nil |
|(B) ||Technology absorption || |
|(i) ||the efforts made towards technology absorption ||No applicable as the traditional technology being used. |
|(ii) ||the benefits derived like product improvement cost reduction product development or import substitution; ||Nil |
|(iii) ||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||Nil |
| ||(a) the details of technology imported ||Nil |
| ||(b) the year of import ||N.A. |
| ||(c) whether the technology been fully absorbed ||N.A. |
| ||(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||N.A. |
|(iv) ||the expenditure incurred on Research and Development ||Nil |
|(C) Foreign exchange earnings and Outgo ||Inflow ||Out Flow (In Lakhs) |
|The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows ||NIL ||NIL |
ANNUAL EVALUATION ON PERFORMANCE [SECTION 134(3) (p)]:
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act andListing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors based on criteria such as the board composition and structure effectivenessof board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members based on criteria such as the composition of committeeseffectiveness of Committee meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairperson of the Company was evaluated takinginto account the views of the Executive Director and NEDs.
The Nomination and Remuneration Committee reviewed the performance of individualdirectors on the basis of criteria such as the contribution of the individual director tothe Board and Committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on 5th January 2017.
In a subsequent Board meeting the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
EMPLOYEE STOCK OPTIONS SCHEME [RULE 12(9) OF COMPANIES (SHARE CAPITAL AND DEBENTURES)RULES 2014]:
As per rule 12(9) of Companies (Share Capital and Debentures) Rules 2014 during theperiod under review your Company has not issued equity shares under the scheme ofemployee stock option.
CHANGE IN THE NATURE OF BUSINESS [RULE 8(5)(ii) OF COMPANIES (ACCOUNTS) RULES 2014]
There is no change in the nature of the business of the Company during the financialyear under review.
CHANGE IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL [RULE 8(5)(iii) OF COMPANIES(ACCOUNTS) RULES 2014] DIRECTORS
The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR)Regulations 2015 and Section 149 of the Companies Act 2013. There is an optimumcombination of Executive and Non-Executive Directors. As on March 31 2022 the Companyhas 8 (Eight) Directors. Out of the 8 (Eight) Directors2 (Two) are Executive Directors4(Four) Non-Executive- Independent Directors and 2 (Two) Non- Executive Non IndependentDirector.
There is no change in the Director's of the Company during the financial year underreview.
There is no change in the Director's of the Company during the financial year underreview.
Retire by rotation
Further Mr. Anupam Chouksey (DIN No- 02110273) retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment.
Additional information on reappointment Mr. Anupam Chouksey (DIN No- 02110273) asdirector and as required under regulation 36 of the SEBI (LODR) Regulations 2015 is givenin the Notice convening the forthcoming AGM.
Key Managerial Persons (KMP)
There is no change in the KMP's of the Company during the financial year under review.
POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FORDIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the Listing Regulations the NRC is responsible for determiningqualification positive attributes and independence of a Director. The NRC is alsoresponsible for recommending to the Board a policy relating to the remuneration of theDirectors Key Managerial Personnel and other employees. In line with this requirementthe Board has adopted the Policy on Board Diversity and Director Attributes andRemuneration Policy for Directors Key Managerial Personnel and other employees of theCompany The said policy is available on the Company's Website at -http://www.parvatisweetners.co.in .
DEPOSITS [RULE 8(5) (v) OF COMPANIES (ACCOUNTS) RULES 2014]
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Thereare no unpaid or unclaimed deposits as the Company has never accepted deposits within themeaning of the Act and the rules made thereunder.
SIGNIFICANT AND MATERIAL ORDERS [RULE 8(5) (vii) OF COMPANIES (ACCOUNTS) RULES 2014]
The Company hasn't received any significant and material orders that impact the goingconcern status and company's operations in future
INTERNAL FINANCIAL CONTROLS [RULE 8(5)(viii) OF COMPANIES (ACCOUNTS) RULES 2014]
The Company has kept in place adequate financial controls to check and control anydefects and frauds in the Company. Adequate internal control systems commensurate with thenature of the Company's business its size and complexity of its operations are in placeand have been operating satisfactorily. Internal control systems comprising policies andprocedures are designed to ensure reliability of financial reporting timely feedback onachievement of operational and strategic goals compliance with policies procedureapplicable laws and regulations and that all assets and resources are acquiredeconomically used efficiently and adequately protected.
The Board of Directors of the Company have adopted various policies like Related PartyTransactions Policy Vigil Mechanism Policy and such other procedures for ensuring theorderly and efficient conduct of its business for safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
PARTICULARS OF EMPLOYEES
Disclosures under section 197(12) of the Companies Act 2013 read with Rule 5(1) and5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014respectively is annexed to the Board's report in Annexure -I.
Statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Act read withRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in the Annexure -I forming part of this report.
AUDITORS AND AUDIT REPORT:
(a) Statutory Auditors & their Reports
M/s. Khare Pamecha & Co. (FRN 006067C) Bhopal were appointed as Statutory Auditorsof the Company in the Annual General Meeting held on September 29 2018 for a period of 5Years and holds office until the conclusion of the 12th Annual General Meeting to be heldin the calendar year 2023 on such remuneration as may be determined by the Board. Pursuantto notification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhirequirement to place the matter relating ratification to appointment of Auditors bymembers at every Annual General Meeting is omitted.
Further M/s. Khare Pamecha & Co.. have confirmed their eligibility for theirappointment as Statutory Auditors and the same are within the limits as specified insection 141 of the Companies Act 2013 and have also confirmed that they are notdisqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
The statutory auditors' report is forming the part of this report. The notes onfinancial statements referred to in the Auditors' Report are self-explanatory and do notcall for any further comments. There are no specifications reservations adverse remarkson disclosure by the statutory auditors in their report. They have not reported anyincident of fraud to the Board of the Company during the year under review.
(b) Internal Auditors
As per the provisions of Section 138 of the Companies Act 2013 and the rules madethereunder the Board of Directors had appointed M/s. Prateek Jain & Co. CharteredAccountants Bhopal as Internal Auditor to conduct the internal audit of the Company forthe Financial Year 2021-2022.
Company had received resignation from M/S. Prateek Jain & Co. Internal Auditor ofthe company dated 09th November 2021 due to preoccupation in the other assignments.
So Company had appointed M/S. Jain Shukla & Associates Chartered Accountants 4thFloor Unit No. 413 Nirmal Corporate Centre LBS Marg Mulund West Mumbai (MH) 400080w.e.f. 10th February 2022.
The Internal Audit Report for the Financial Year 2021-2022 issued by M/s. Jain Shukla& Associates Chartered Accountants Mumbai is submitted which is self-explanatory anddo not call for any further explanation of the Board.
(c) Cost Auditors
As per the provisions of the Section 148 of the Companies Act 2013 and the rules madethere under the cost records are required to be maintained by your company and the sameare required to be audited. The Company accordingly maintains the required cost accountsand records.
Your Board of Directors has on recommendation of the Audit committee had appointedM/s. Sanjay Kasliwal & Co. Cost Accountants Bhopal as Cost Auditor to conduct thecost audit of the Company for the Financial Year 2022-23.
The remuneration proposed to be paid to the Cost Auditor for auditing the costaccounting records of the company for the financial year 2022-23 on a remuneration of30000/- per annum plus out of pocketexpenses that may be incurred which is subject tothe ratification by the members at the ensuing 11th Eleventh Annual general meeting of thecompany.
(d) Secretarial Auditors
As per the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Board of Directors had on recommendation of Audit Committee appointedM/s. Piyush Bindal & Associates Practicing Company Secretaries Bhopal (CP No: 7442)as Secretarial Auditor to conduct the Secretarial audit of the Company for the FinancialYear 2021-22.
The Secretarial Audit Report pursuant to the provisions of Section 204 read withSection 134(3) of the Companies Act 2013 issued by Mr. Piyush Bindal Practicing CompanySecretary in prescribed Format MR-3 for the financial year 2021-22 is annexed herewith as"Annexure - II " to the Board's Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (LODR) Regulations 2015 is presented in a separate section forming part ofthis Annual Report.
REPORT ON CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI (LODR) Regulations 2015. A separate sectiontitled 'Corporate Governance Report' under the SEBI (LODR) Regulations 2015 along with aCorporate Governance certificate from the Practicing Company Secretary and MD/CFOCertificate forms the part of this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit Functions reports to the Board. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls.
The Company's Board of Directors pursuant to the provisions of Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 has established Vigil Mechansim thorugh its 'Whistle Blower Policy' forDirectors and employees of the Company. The policy is to provide a mechanism whichensures adequate safeguards to employees and Directors from any victimisation on raisingof concerns of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports and so on. The employees ofthe Company have the right/option to report their concern/grievance to the Chairman of theAudit Committee. The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations. The said policy is available on theCompany's Website at -http:// www.parvatisweetners.co.in
INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to section 124 of the Act Dividends that are unclaimed for a period of sevenyears are required to be transferred to the IEPF established by the Government of India.During the year under review there was no outstanding amount of unclaimed dividends whichwas liable to be transfer to the IEPF.
The Company continues to have cordial and harmonious relationship with its employeesand thank all employees for their cooperation and the contribution towards harmoniousrelationship and progress of the company.
POLICY ON SEXUAL HARASSMENT:
Your Company is committed to provide work environment that ensures every employee istreated with dignity and respect and afforded equitable treatment. The Company is alsocommitted to promoting a work environment that is conducive to the professional growth ofits employees and encourages equality of opportunity and will not tolerate any form ofsexual harassment and to take all necessary steps to ensure that its employees are notsubjected to any form of harassment.
Thus in order to create a safe and conducive work environment the Company has in placea policy for prevention of sexual harassment in accordance with the requirements of theSexual Harassment of women at workplace (prevention Prohibition & Redressal) Act2013.
Further the Company has complied with provisions relating to constitution of InternalComplaints Committee under Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. The Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtrainees temporary) are covered under this policy. The Company did not receive anycomplaint during the period under review.
Risk management policy and processes enable the Company to proactively manageuncertainty and changes in the internal and external environment to limit negative impactsand capitalize on opportunities. Risk Management is a central part of firm's strategicmanagement. Risk Management is a continuous process. The Audit Committee has additionaloversight in the area of financial risks and controls. The major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. Furthermore your Company has set up a robust internal audit functionwhich reviews and ensures sustained effectiveness of internal financial controls byadopting a systematic approach to its work
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
POLICIES OF THE COMPANY
The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI (LODR) Regulations 2015") mandated theformulation of certain policies for all listed companies. All our Corporate GovernancePolicies are available on the Company's website www.parvatisweetners.co.in. The Policiesare reviewed periodically by the Board and its Committees and are updated based on theneed and new compliance requirement.
The key Policies that have been adopted by the Company are as follows:
1. Risk Management Policy
2. Nomination and Remuneration Policy
3. Whistle Blower Policy / Vigil Mechanism
4. Policy on Prevention of Sexual Harassment at Workplace
5. Policy on Materiality of Related Party Transactions and dealing with Related PartyTransactions.
6. Code of Conduct for Insider Trading (Prohibition of Insider Trading)
7. Policy on Criteria for determining Materiality of Events
8. Archival Policy
9. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation (UPSI)
10. Policy for Procedure for Inquiry in case of Leak of Unpublished Price SensitiveInformation (UPSI)
11. Code of Conduct for the Board of Directors and Senior Management Personnel
12. Policy on Familiarization Programmes for Independent Directors
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Issue of Bonus Shares and/or Right Shares.
b) Issue of equity shares with differential rights as to dividend voting or otherwise.
c) Issue of shares to employees of the Company under Employee stock option Scheme.
d) Issue of shares (including sweat equity shares) to directors or employees of theCompany under any scheme.
e) Buy Back of Shares.
f) Corporate Social Responsibility
DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIEDINSTITUTIONAL PLACEMENT AS SPECIFIED UNDER REGULATION 32(7A)
The Company has allotted 19326065 fully paid up equity shares in April 2021 toNon-promoters through Preferential Issue.
With regard to Board Meeting held on February 26 2021 and Extra-ordinary GeneralMeeting held on March 25 2021 regarding approval for issue of Equity Shares of theCompany through Preferential Issue we have received In-Principle approval of StockExchange i.e. BSE LTD. for issue of Equity Shares on April 8 2021.
Accordingly the application and allotment money has been received from the saidallottees and the meetings of Board of Directors approved the allotments of Equity Sharesto 4 Non Promoters allottees as details mentioned below:
|Sr. No. ||Name of the Allottee ||Category (Promoter/ Non promoter) ||No. of Shares |
|1. ||Mr. Yogesh Kumar Chouksey ||Non - Promoter ||2206070.00 |
|2. ||Mr. Jitendra Singh Rawat ||Non - Promoter ||1120020.00 |
|3. ||Mr. Vijay Suryawansi ||Non - Promoter ||7999975.00 |
|4. ||Mr. Parth Suryawanshi ||Non - Promoter ||8000000.00 |
| || ||Net Total ||19326065.00 |
Hence the paid-up equity share capital of Company with the aforesaid allotments hasincreased from Rs. 354269585/- divided into 70853917 Equity shares of Rs. 5/- eachto Rs. 450899910.00/- divided into 90179982.00 Equity Shares of Rs. 5/- each.
We have received Listing Approval from BSE Ltd. (Stock Exchange) as on May 6 2021.
We have received Trading Approval from BSE Ltd. (Stock Exchange) as on May 12 2021.
Accordingly in compliance with the applicable laws regulations the Company hasallotted the 19326065 equity shares in Month of April 2021. The Company has utilizedthe sum of INRs. 9.66 crore for general corporate purpose.
NATIONAL COMPANY LAW TRIBUNAL:
1. An award has been passed on 02.01.2019 in favour of the company in the matter ofArbitration at High Court Indore (MP) Branch initiated by M/s. S.S. InfraconstructionsPvt. Ltd.. Thereafter M/s. S.S. Infraconstructions Pvt. Ltd. has filed a petition underSection 9 of the Insolvency and Bankruptcy Code 2016 (IBC) before National Company LawTribunal (NCLT) Indore which was dismissed by NCLT Indore Bench Dated 23.06.2022.
The Board thanks all customers bankers investors shareholders vendors and otherstakeholders for their continued support and patronage during the year under review. TheBoard also places on records its sincere appreciation to the employees of the Company fortheir efforts hard work and dedication which enabled the Company to achieve the targetsand recognitions
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For and on behalf of the Board For Parvati Sweetners and Power Limited
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|Place: Bhopal ||Poonam Chouksey ||Anupam Chouksey |
|Date: 8th August 2022 ||Managing Director ||Director |
| ||DIN: 02110270 ||DIN: 02110273 |