Prabhav Industries Ltd.
|BSE: 531855||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE538J01012|
|BSE 00:00 | 04 Feb||Prabhav Industries Ltd|
|NSE 05:30 | 01 Jan||Prabhav Industries Ltd|
|BSE: 531855||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE538J01012|
|BSE 00:00 | 04 Feb||Prabhav Industries Ltd|
|NSE 05:30 | 01 Jan||Prabhav Industries Ltd|
To The Members
Prabhav Industries Limited
Your Directors have pleasure in presenting the Report on the business and operations ofthe Company together with the Audited Accounts for the year ended 31st March 2020.
Business performance and Segment Reporting:
During the year under review the Company has seen down its turnover to Rs. Nilcompared to Rs. 86.41 Lacs of previous year. This has resulted into a Net loss of Rs.13.62 Lacs as against Net Profit of Rs. 8.84 Lacs during the previous year 2019-20. TheCompany is into business of infrastructure development which as per Accounting Standard 17is considered the only reportable business.
Management Discussion and Analysis Report:
To avoid duplication between the Directors Report and the Management Discussion andAnalysis Report for the year we present below a composite summary of performance of thevarious business & functions of the Company.
The trend in slowdown in global growth continued during the year. India was the fastestgrowing large economy with a stable currency that performed better than the most emergingmarket currencies. If the industry players manage to restructure their operations as perthe new realities success will not be very hard to find now. India growth story remainedreasonably positive due to stable domestic consumption lower commodity & energyprices & hence improving macroeconomic parameters. However there are some negativefactors like drought rising Non-Performing Assets (NPA) of Banks & low credit growth.The Company is into business of development of commercial residential and infrastructureprojects. The new Government policies as well as certain High Court rulings have mademany infrastructure projects unviable and there is considerable delay as many restrictionshave been imposed by the High Court. The infrastructure sector is badly hit because ofregulatory legal & financial hurdle.
The Company is into business of development of commercial residential andinfrastructure projects.
The Company is exploring various options to improve margins of the Company by havingtight control on expenses & exploring various business activities. The Company hasdecided to take work on sub-contract basis as the Capital & cost will be minimal&loss can also be eliminated because of any change in Government regulations. This willimpact the profit margin but at least the Company can sustain in the long run. TheCompany is also exploring low cost housing projects in Gujarat which is easily saleablein the present scenario. Despite various adverse factors we firmly believe that Indianeconomic will grow and hence the growth of construction & infrastructure sectorpresents us with exciting opportunities like India's long-term growth story remains intactnotwithstanding declining grow thin the past year or two. This presents vast opportunitiesfor us to grow our businesses in the medium to long term though short-term pain remains apossibility. We further believe the policy liberalization and forward-looking regulatorychanges will help markets grow in size. The Company has turnaround this year and it expectto keep this momentum. The growth in the sector is very good and Management expects betterresults in forth coming year. The Management of the Company is not able to quantify theeconomic impact of lock down and COVID-19 effect. As and when it will be quantified theBoard will declare it.
Adequacy of Internal Control:
The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.
Human Resource Development:
The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.
The company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.
The Company is into single reportable segment only.
The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes.
Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify Forward Looking Statements. Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied.
The Board of Directors does not recommend any Dividend for the year under review.
The Company has not changed the capital structure during 2019-20.
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 13.624 lacs has been carried forward toprofit & loss account.
Acceptance of Fixed Deposits:
The Company has not accepted any Fixed Deposits from general public with in the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.
Subsidiaries Joint Ventures and Associates Companies:
The Company does not have any subsidiaries joint venture & associates Company.
Particulars of Contract or Arrangement with Related Party:
There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014. There being no material related party transactions as defined under Regulation 23 ofthe SEBI (LODR) Regulations 2015 there are no details to be disclosed in Form AOC 2 inthat regard. The policy on materiality of related party transactions and also on dealingwith related party transactions as approved by the Board may be accessed on the Companywebsite. All related party transactions which were entered into during the year were onarm's length basis and were in the ordinary course of business and did not attractprovisions of section 188 of the Companies Act 2013 and were also not material relatedparty transactions under Regulation 23 of the SEBI (LODR) Regulations 2015. There is nomaterial transactions entered into with related parties during the period under reviewwhich may have had any potential conflict with the interests of the Company. Pursuant toRegulation 26(5) of the SEBI (LODR) Regulations 2015 senior personnel made periodicaldisclosures to the Board relating to all material financial and commercial transactionswhere they had or were deemed to have had personal interest that might have been inpotential conflict with the interest of the Company & same was nil.
Loans Investment and Guarantees by the Company:
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
Internal Financial Controls:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
Disclosures under Section 134(3) (I) of the Companies Act 2013:
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
There is no changes in the board of director of the Company during the year underreview.
Directors Remuneration Policy:
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's website.
Consolidated Financial Statement:
The audited consolidated financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.
Number of Meeting of Board of Directors:
The Board of Directors have met 4 times during the year ended 31st March 2020 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Allthe Directors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.
Declarations by Independent Director:
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfil the criteria of independence as specified in Section 149(6) ofthe Companies Act 2013.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. Mohandas & Co. CharteredAccountants Mumbai who has been appointed as in the extra ordinary general meeting heldon 31st March 2019 who is eligible to hold the office for a period of five years up to2024. The Company has received a certificate from the Auditor that he is not disqualifiedfor re-appointment within the meaning of Section 141 of the Companies Act 2013 and hisappointment if made would be within the limits specified in Section 139 of the said Act.
Necessary Resolution for ratification of appointment of said Auditor is included in theNotice of AGM for seeking approvals of the Members.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
Directors Responsibility Statement:
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:
i. In the pre parathion of the annual accounts for the financial year ended 31st March2020 the applicable accountings standards have been followed along with proper explanationrelating to material departure.
ii. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31st March2020.
iii. That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
iv. That the Directors have prepared the Annual Accounts on a going concern basis.
v. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report. vi. Thereare proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
vii. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively. viii. Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2019-20.
Annual Evaluation by the Board of Its Own Performance Its Committees and IndividualDirectors: The Board of Directors of the Company has initiated and put in place evaluationof its own performance its committees and individual Directors. The result of theevaluation is satisfactory and adequate and meets the requirement of the Company.Information on the manner in which the annual evaluation has been made by the Board of itsown performance and that of its Committee and individual Directors is given in theCorporate Governance Report.
Details of Committee of Directors:
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2019-20 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward trade-off. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.
Secretarial Audit Report:
A Secretarial Audit Report for the year ended 31st March 2020 in prescribed form dulyaudited by M/s. JCA & Co. Company Secretary CS Mumbai is annexed herewith and formingpart of the report.
Reply to the qualification Remarks in Secretarial Audit Report: a) The Company has notappointed CEO/CFO. The Company is in process of appointment of CEO/CFO of the Company.
b) The Company has not published notice of meeting of the board of directors wherefinancial results shall be discussed and financial results as required under Regulation47of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Though the Company has not published notice for Financial Result and financial resultthe company has uploaded the same on Website of the company and also submitted to BSELimited.
c) The Company had not appointed Company Secretary during the year under review. TheCompany is in the Process of the same. d) The Company has not paid Annual Listing Fees forthe F.Y. 2019-20. The Company is in the Process of the same.
e) The Company has not paid various penalties imposed under various regulation by BSELimited
The Company is in the Process of the same.
Extract of Annual Return:
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report (Annexure I).
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance forms part of the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2019-20. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director and CFO have certified to the Board with regardto the financial statements and other matters as required under Regulation 17(8) of theSEBI (LODR) Regulations 2015.
Certificate from the Statutory Auditors of the Company regarding compliance ofconditions of Corporate Governance is annexed to this Report.
Whistle Blower Mechanism:
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Corporate Social Responsibility:
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
Managing Director's Certificate:
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
Conservation Of Energy Technology Absorptions and Foreign Exchange Earnings and Outgo:
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is notapplicable to the Company considering the nature of its business activities. Further theCompany has not earned nor spends foreign exchange during the year under review.
Significant and Material Orders Passed By the Regulators or Courts:
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
Presentation of Financial Statements:
The financial statements of the Company for the year ended 31st March 2020 have beendisclosed as per Schedule III to the Companies Act 2013.
Other Corporate Information:
The company changed its registered office within local limits during the year underreview.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2019-20 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013' introduced by the Government of India the Company has a policy onPrevention of Sexual Harassment at workplace. There was no case reported during the yearunder review under the said policy.
Details as required under the provisions of section 197 (12) of the Companies Act 2013read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Company's website i.e. www.prabhavind.com as an Annexureto the Director Report. Details as required under the provisions of section 197 (12) ofthe Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are placed on the Company's websitei.e. www.prabhavind.com as an Annexure to the Director Report. A physical copy of the samewill be made available to any shareholders on request. A cash flow statement for the year2019-20 is attached with the Balance-Sheet.
The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock
Exchanges and all the various stakeholders for their continued co-operation and supportto the Company and look forward to their continued support in future.
The Company thanks all of the employees for their contribution to the Company'sperformance. The Company applaud all the employees for their superior levels ofcompetence dedication and commitment to your Company.
For and on behalf of the Board Prabhav Industries Limited