Your Directors are pleased to present the 38th Annual Report on theoperational and business performance of the Company together with the Audited FinancialStatements (Standalone and Consolidated) for the Financial Year ended March 312022.
FINANCIAL RESULTS :
The salient features of the Company's working for the year under revieware as under:
(Amount in Thousands)
|Particulars ||Standalone ||Consolidated |
| ||Year Ended 31.03.2022 ||Year Ended 31.03.2021 ||Year Ended 31.03.2022 ||Year Ended 31.03.2021 |
|Sales and other Income ||565745.97 ||321671.45 ||566380.08 ||323444.12 |
|Profit / (Loss) before Interest and Depreciation ||41331.98 ||17495.78 ||41810.71 ||18708.94 |
|Less: Interest ||18998.93 ||14217.97 ||19085.18 ||14297.89 |
|Profit/(Loss) before Depreciation ||22333.05 ||3277.81 ||22725.53 ||4411.05 |
|Less: Depreciation ||2750.59 ||608.14 ||2750.59 ||608.14 |
|Profit/(Loss) Before Taxation ||19582.46 ||2669.67 ||19974.94 ||3802.91 |
|Less: Provision for Taxation (net) ||5377.99 ||416.47 ||5443.95 ||430.71 |
|Less: Tax Adjustment relating to prior years ||0.16 ||(10.21) ||179.89 ||(10.31) |
|Add: Deferred Tax ||44.99 ||33.55 ||44.99 ||33.55 |
|Net Profit/ ( Loss ) after Tax ||14159.32 ||2229.86 ||14306.11 ||3348.96 |
During the year under review the Company has recorded receipts of Rs.5657.46 Lacs as compared to Rs. 3216.71 Lacs in the previous year. The Company hasrecorded a Net profit Rs. 141.59 Lacs as compared to a Net profit of Rs. 22.30 Lacs in theprevious year.
During the year under review despite adverse impact of Covid pandemicthe turnover of the Company has shown around 75.87% growth as compared to the previousyear mainly due to expanding the spread of product mix and catering to the differentsectors of the society. The Company's profitability also improved with profit aftertax of Rs. 141.59 lacs as compared to profit of Rs.22.30 Lacs.
With a view to boost growth the Company continues to focus onmarketing and distributing its products in Tier II and Tier III cities mainly inMaharashtra. The company is working successfully with the modern trade sector and viaonline sales using the digital medium. In addition it gives us immense pleasure to informthat our sales with the Canteen Stores Department is also increasing swiftly. The Grouptakes great pride in its legacy of partnering with and supporting the Indian Defenceforces whom we are all so proud of. The company's supply chain logistics is keeping pacewith the increase in sales.
The Company's trading activities in chemicals and minerals sales havebeen slow for larger part in FY 2021- 2022 due to lower demand from industry arising frompandemic. The demand picked up after January 2022 for some months. Since the last 1 to 2months there are again signs of slowdown in steel industry and steel production cut. Weare trying to expand customer base in 2022-23 for foundry raw materials increase productportfolio and plan to manufacture some fluxes and additives for which selection ofsuitable ready factory premises is being investigated.
The Company is in the process of finalising detailed project report forthe proposed Data Center at MIDC Dombivli and expects to conclude this by the end ofQ3'22. The detailed project report of the proposed agro based multi-purpose multi-productprocessing plant at Mahad has already been completed. The multiple products produced atMahad will have pharma industrial and consumer applications. The Mahad project will leadto significant value addition of farm produce using modern chemical technology in anenvironmentally sustainable manner and will yield products that will enable the shifttowards a greener and more sustainable planet. We intend to approach suitable financialinstitutions for fund raising through multiple routes to execute and implement both theprojects simultaneously. The headwinds of Covid-19 are behind the world and your Directorsare optimistic and confident that your company is on the cusp of major growth initiativesat Mahad and Dombivli with projects in sunrise sectors having a bright future in line withthe trend of Governmental recommendation and policies. More specific and detailedinformation on the green field initiatives at Mahad and Dombivli will be shared with youas we move closer towards project execution and implementation.
With a view to conserving the resources of your Company your Directorshave decided not to recommend Dividend fortheyear.
Your Company has approved a policy for Dividend distribution and thesame is uploaded on the Company's website which can be accessed using the link http: / /poloqueen.com / policies-and-codes.php
The Company has not transferred any amount to the general reservesduring the year
During the financial year under review the shareholders vide postalballot resolution dated 20th December 2021 approved the sub division of existing eachequity share of face value of Rs. 10/- fully paid up into five equity shares of face valueof Rs.2/- each fully paid-up.
The Authorised share capital of the company as on 31st March 2022 isRs. 1130000000/- (Rupees One Hundred and Thirteen Crore Only) divided into565000000 (Fifty-Six Crore and Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only)each.
The Paid Up share capital of the company as on 31st March 2022 is Rs.671500000/- (Rupees Sixty Seven Crore and Fifteen Lakhs Only) divided into 335750000(Thirty Three Crore Fifty Seven Lakhs and Fifty Thousand)
IMPACT OF COVID-19
The outbreak of Coronavirus (COVID-19) pandemic globally and in Indiahas resulted in slow down of economic activities. The Company has evaluated the impact ofthis pandemic on its business operations during the year ended March 31 2022. Thepandemic has not materially impacted revenues of the Company for the year ended March312022.
BUSINESS RISK MANAGEMENT
The Company manages and monitors principal risks and uncertainties thatcan impact the ability of the Company to achieve its targets/objectives. Timely reportsare placed before the board for considering various risks involved in the Company'sbusiness/operations. The Board evaluates these reports and necessary/corrective action isthen taken.
A brief report on risk evaluation and management is provided underManagement's Discussion and Analysis Report forming part of this Annual Report.
Your Company has approved a policy for Risk Management and the same isuploaded on the Company's website which can be accessed using the linkhttp://poloqueen.com/policies-and-codes.php
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate systems and procedures forimplementation of internal Financial control across the organization which enables theCompany to ensure that these controls are operating effectively.
In accordance with the Act and the Articles of Association of yourCompany Mr. Udit Sanghai and Mr. Rahul Kumar Sanghai retire by rotation and are eligiblefor re-appointment.
A brief profile of the Directors proposed to be appointed/re-appointedis annexed to the Notice.
The Independent Directors have furnished necessary declarations asrequired under the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act 2013 Mr. Udit Sanghai -Executive Director & CFO (Whole Time Director) Mr. Umesh Kumar Agarwalla Whole TimeDirector and Ms. Rachana Baria Company SecretaryaretheKeyManagerialPersonneloftheCompany
Cessation of Mrs. Vandana Yadav (MEM No. A404717) as CompanySecretary of the Company W.e.f 14.05.2022
Appointment of Ms. Rachana Baria (MEM No. A53336) as CompanySecretary of the Company W.e.f 13.08.2022
The Board has carried out an annual performance evaluation of theDirectors individually including Independent Directors Board as a whole and of itsvarious committees on parameters such as skills knowledge participation in meetingscontribution towards Corporate Governance practices compliance with code of ethics etc.
The Independent Directors have carried out a performance evaluation ofnon-independent Directors Chairman of the Board and Board as a whole with respect toknowledge to perform the role time and level of participation performance of duties andlevel of oversight and professional conduct and independence. The Directors expressedtheir satisfaction with the evaluation process.
During the year Seven Board Meetings were held details of which aregiven in the Corporate Governance Report.
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Joint Venture or Associate Company. Thedetails of the performance of the subsidiary companies are as follows:
i. POLO QUEEN CAPITAL LIMITED (PQCL)
PQCL is a wholly owned subsidiary of the Company. It was incorporatedon March 15 2016 for the purpose of carrying on the business of Non-Banking FinanceCompany. The Company has received Certificate of Registration from the Reserve Bank ofIndia dated September 22 2017 for carrying on the business of Non-Banking FinancialInstitution without accepting public deposits. The Company has commenced its FinancialBusiness. The Company has invested funds in Equities through portfolio managementconsultants. As on 31st March 2022 the Company's Net Owned Funds are Rs.3.64 Crores.The Company earned profit of Rs. 1.13 lacs through its operations during the year.
ii. POLO QUEEN SOLUTIONS LIMITED (PQSL)
PQSL is a wholly owned subsidiary of the Company. The Company wasincorporated on March 3 2016. The Company has plans to set up a Data Centre with cloudfacilities on the Plot admeasuring 4960 Square meters in the name of the Holding Companyat MIDC Dombivli Maharashtra. As enumerated above the company will soon be approachingfinancial institutions for fund raising towards implementation of the Data Center project.
iii. POLO QUEEN PHARMA TRADE INDUSTRY LIMITED (PQPL)
PQPL is a wholly owned subsidiary of the Company. It was incorporatedon March 3 2016. PQPL plans to set up an agro based multipurpose multi-product processingplant on plots situated at MIDC Mahad admeasuring 79916 Square meters. The Company willsoon be approaching financial institutions for fund raising towards implementation of theMahad project.
A statement containing salient features of the financial statements inForm AOC-1 as required under Section 129 (3) of the Companies Act 2013 forms a part ofthis Annual Report.
Your Company has approved a policy for determining materialsubsidiaries and the same is uploaded on the Company's website which can be accessed usingthe link http: / / poloqueen.com/policies-and-codes.php.
As per this Policy your Company does not have any material subsidiary.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under theCompanies Act 2013 and Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year were on an arm's length basisand in the ordinary course of business.
The policy has been disclosed on the website of the Company atwww.poloqueen.com. Web link for the same is http://poloqueen.com/policies-and- codes.php.
The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) and applicable rules of the Companies Act 2013 in FormAOC-2 is provided as Annexure B to this Annual Report.
NOMINATION AND REMUENRATION POLICY:
A committee of the Board named as "Nomination and RemunerationCommittee" has been constituted to comply with the provisions of Section 178 of theCompanies Act 2013 and Regulation 19 of SEBI (LODR) Regulations 2015 to recommend theCompany's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters and to frame proper systems for identification appointment of Directors &KMPs payment of remuneration to them and evaluation of their performance. The policy isalso posted on the Company's website at www.poloqueen.com.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no Guarantees or Investments made by the Company pursuant tothe provisions of Section 186 of the Companies Act 2013 during the financial year underreview. The details of Loans have been disclosed in Note 38 to the Financial Statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO
The Company does not own any manufacturing facility and hence theparticulars relating to conservation of energy and technology absorption as stipulated inthe Companies (Accounts) Rules 2014 are not applicable. The Company ha3 earned Rs. 127.55Lac3 foreign exchange and has spent Rs.42.51 Lacs in Foreign Exchange during theaccounting year ended 2021-22.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledgeand belief and according to the information and explanations obtained by them yourDirectors make the following statements in terms of Section 134 (3) (c) of the CompaniesAct 2013 that:
a) the Annual Accounts have been prepared in conformity with theapplicable Accounting Standards;
b) the Accounting Policies have been selected and applied on aconsistent basis so as to give a true and fair view of the affairs of the Company and ofthe profit for the financial year;
c) sufficient care has been taken that adequate accounting records havebeen maintained for safeguarding the assets of the Company; and for prevention anddetection of fraud and other irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) the internal Financial controls laid down in the Company wereadequate and operating effectively;
f) the systems devised to ensure compliance with the provisions of allapplicable laws were adequate and operating effectively.
Your Company has not accepted any deposits from the public during theyear within the meaning of Sections 73 to 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF EMPLOYEES
The Company has no employee in receipt of remuneration in excess of thelimit prescribed in the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The prescribed particulars of employees required under Rule 5 of theaforesaid Rules are attached as Annexure I to this Report.
The Company has a Vigil Mechanism and Whistle- Blower Policy to dealwith instances of fraud and mismanagement if any. and conducting business with integrityin accordance with all applicable laws and regulations. The summary of the policy has beendisclosed on the website of the Company at www.poloqueen.com Weblink for the same is http:/ /poloqueen.com / pdf/vigil-mechanism-policy.pdf.
As per the provisions of the Companies Act 2013 M/s. Gupta Raj &Co Chartered Accountants (FRN 001687N) were appointed as Statutory Auditors of theCompany for a period of five years at the annual general meeting held in 2017 till theconclusion of 38th annual general meeting.
The Board of Directors of the Company on the recommendation of theAudit Committee (the Committee') recommended for the approval of the Members theappointment of M/s. Kava & Associates Chartered Accountants as the Auditors of theCompany for a period of Five years from the conclusion of this AGM till the conclusion ofthe 43th AGM.
Pursuant to Sections 139 and 141 of the Act read with Companies (Auditand Auditors) Rules 2014 M/s Kava & Associates have confirmed that they are notdisqualified from continuing as Statutory Auditors of the
During the year under review the Auditor has not reported any matterunder section 143 (12) of the Companies Act 2013 and therefore no default disclosed undersection 134 (3) (ca) of the Act.
The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Dipti Nagori Practicing Company Secretary (C.P. No. 9917) toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 312022 is annexed herewith as 'Annexure - II' to this Report.The Secretarial Audit Repcrt does not contain any reservation qualification or adverseremark.
In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return of the Company isavailable on the website of the Company https://www.poloqueen.com/annual-reports.php.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
a) Issue of equity shares with differential rights as to dividendvoting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
c) Neither the Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.
d) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
e) During the year under review there were no cases filed or reportedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
POLICY ON SEXUAL HARASSMENT:
The Company has adopted Policy on Prevention of Sexual Harassment ofWomen at the Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the financial year ended 31stMarch 2022 the Company has not received any complaints pertaining to sexual harassment.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 areport on Management Discussion & Analysis is herewith annexed as Annexure- III.
A detailed report on Corporate Governance forms part of this AnnualReport. The Auditors' Certificate on compliance with Corporate Governance requirements bythe Company is attached to the Report on Corporate Governance.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts/ Tribunals which would impact the going concern status of the Company and itsfuture operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There were no Material Changes and Commitments affecting the financialposition of the Company between the end of the financial year to which the financialstatements relate and the date of this Report.
The Directors wish to take this opportunity to express their sincerethanks to the Company's Bankers for their valuable support and the Shareholders for theirconfidence in the Company.
| ||For and on behalf of the Board of Directors || |
| ||NANDLAL SANGHAI ||DIRECTOR |
| ||RAHUL KUMAR SANGHAI ||DIRECTOR |
| ||PRABHAS SANGHAI ||DIRECTOR |
| ||UMESH KUMAR AGARWALLA ||WHOLE TIME DIRECTOR |
|Place : Mumbai ||UDIT P. SANGHAI ||WHOLE TIME DIRECTOR & |
|Date : September 1 2022 || ||CHIEF FINANCIAL OFFICER V |