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Pradhin Ltd.

BSE: 530095 Sector: Others
NSE: N.A. ISIN Code: INE656B01019
BSE 00:00 | 30 Mar 52.30 -2.75
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NSE 05:30 | 01 Jan Pradhin Ltd
OPEN 52.30
PREVIOUS CLOSE 55.05
VOLUME 1
52-Week high 90.00
52-Week low 52.30
P/E
Mkt Cap.(Rs cr) 19
Buy Price 84.00
Buy Qty 100.00
Sell Price 52.30
Sell Qty 150.00
OPEN 52.30
CLOSE 55.05
VOLUME 1
52-Week high 90.00
52-Week low 52.30
P/E
Mkt Cap.(Rs cr) 19
Buy Price 84.00
Buy Qty 100.00
Sell Price 52.30
Sell Qty 150.00

Pradhin Ltd. (PRADHIN) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 37th Annual Report of the Company along withAudited Financial Statements for the financial year ended 31st March 2019.

Financial Results

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

(Rs. In Rs.)
Particulars Year ended on March 31 2019 Year ended on March 31 2018
Gross Income 327437219 178044915
Other Income 129354 484172
Total Income 327566572 178529087
Total Expenses (344853484) (177949229)
Profit before Exceptional and Extra Ordinary items and Taxation (17286912) 579858
Less: Exceptional items - -
Profit before Extra -Ordinary items and Taxation (17286912) 579858
Less: Extra -Ordinary items - -
Profit before Taxation (17286912) 579858
Less: Provision for Tax - Current Tax - 151000
Add: Provision for Tax - Deferred Tax (Net) 650000 (122336)
Profit for the year (16636912) 306522

Performance/Highlights of the Company

During the year under review your company has achieved Revenue from Operation of Rs.3274.37 lacs as against Rs. 1780.45 lacs which recorded a growth of 183.90%.

Other Income during FY 2018-19 was Rs. 1.29 lacs as against Rs. 4.84 lacs whichrecorded a reduction of 73.35%.

The Company recorded Profit before Tax of Rs. -172.87 lacs as against Rs. 5.80 lacswhich recorded a reduction of 2880.52%.

Change in the Nature of Business

Erstwhile Company was doing metal and steel related business now after gettingapproval of members in Annual General Meeting dated 30th August 2018 Company is engagedin the business of Agro based products.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and administration) Rules 2014is furnished in Form MGT-9 and is appended to this Report as 'Annexure I'.

Board Meetings conducted during the year under review

During the Financial year 2018-19 05 (Five) Board Meetings were convened and held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

Meetings were conducted on 30th May 2018 19th July 2018 12th November 2018 11thFebruary 2019 23rd March 2019.

Annual General Meeting and Extra Ordinary General Meeting

The 36th Annual General Meeting (AGM) of the Company was held on August 30 2018.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards had been followed and there are no material departuresfrom the same

b) The Directors had 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 as at March 31 2019 and of the profit ofthe Company for the year ended on that date

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities

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 that such internal financial controls are adequate and were operatingeffectively and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

Comment on Auditor's Report

The Auditors Report is annexed with the Annual Report of the Company. The observationmade by Auditors in their Report your Directors wish to state that the report is self -explanatory and do not require any further clarification from the Board.

Particulars of Loans Guarantees or Investments made under Section 186 of the CompaniesAct 2013

The details of loans guarantees securities and investments covered under theprovisions of Section 186 of the Companies Act 2013 are provided in the financialstatement.

Particulars of Contracts or Arrangements made with Related Parties

The Company presents all related party transactions before the Board specifying thenature value and terms and conditions of the transaction. Transactions with relatedparties are conducted in a transparent manner with the interest of the Company andStakeholders as utmost priority.

Particulars of Contracts entered into with Related Parties referred to in Section188(1) of the Companies Act 2013 in prescribed Form AOC-2 is attached as an 'AnnexureII' to this Report.

The State of Company's Affairs

During the year Company served its reputed clients best of its services and ensure thatin future also will do the same. Company is thankful towards stakeholders for beingassociate with it because without them growth of the Company is not easily possible.

Listing Fees

Pursuant to Regulation 14 of Listing Regulation the Annual Listing fees for the year2019-20 have been paid within due date. The bill for annual custodian fees to NSDL &CDSL is been paid by the Company for the Securities of the Company held in dematerializedmode with them for year 2019-20.

Share Capital

The paid up Equity Share Capital as on March 31 2019 was Rs. 36468500. No additionsand alterations to the capital were made during the financial year 2018-2019.

Internal Financial Control and their adequacy

The information about internal financial control system and their adequacy is set outin the Management Discussion & Analysis report which is attached and forms part ofthis Report.

Corporate Governance

Since your company's paid up Equity capital and Net worth is less than Rs. 10 croresand Rs. 25 crores respectively the provisions of revised Clause 49 relating to CorporateGovernance vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September2014. Hence it is not applicable to the company.

Reserve

The Company has a Closing Balance of Rs. 21656498/- (Rupees Two Crore Sixteen LacsFifty Six Thousand Four Hundred Ninty Eight Only) as Reserve and Surplus as on 31/03/2019.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No. Particulars Amount (In Rs.)
1. Balance at the beginning of the year 16624911/-
2. Current Year's Profit/Loss -16636912/-
3. Amount of Securities Premium 21668500/-
Total 153671866/-

Dividend

Considering the capital requirement for ongoing business expansion during the year2018-19 the Board of Directors do not recommend any dividend on the Equity shares.

Material changes and commitment if any affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of the Report:

During the year no any material changes and commitments affecting the financialposition of the Company have been occurred between the end of the financial year to whichthis financial statements relate to the date of the report.

Transfer to Investor Education and Protection Fund

During the year under review the provisions of Section 125(2) of the Companies Act2013 there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

Conservation of energy Technology absorption Foreign exchange earnings and outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act pursuant to Section134(3)(m) of the Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts)Rules 2014 is given as an 'Annexure III' to this Report.

Statement concerning development and implementation of Risk Management Policy of theCompany

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.

Details of Policy Developed and Implemented by the Company on its Corporate SocialResponsibility Initiatives

Your company is not mandatory required to constitute CSR committee since it has notcome within the purview of threshold limit specified in section 135 of the Companies Act2013.

Directors and Key Managerial Personnel

Mr. Govind Prasad (DIN: 00017460) Whole Time Director Mrs. Gita Agarwal (DIN:06969459) Non-Executive Director and Mr. Nirmal Anraj Gadhiya (DIN: 00678742)Independent Director resigns from the Board from 19th July 2018.

Mr. Hareshkumar Prakashbhai Chaudhari (DIN: 01621522) who was appointed as AdditionalDirector and Managing Director of the company at the Board Meeting held on July 19 2018.As recommended by the NRC committee his appointment for regularization was placed beforeshareholders meeting as on 30th August 2018 and approved the same. He resignedhimself from the post of Managing Director of the Company as on July 17 2019 and boardalso approved the same and took on record the same as on July 26 2019.

Mrs. Mita Ashish Desai (DIN: 01435940) who was appointed as Additional Non-ExecutiveDirector of the company at the Board Meeting held on July 19 2018. As recommended by theNRC committee her appointment for regularization as Non- Executive Director was placedbefore shareholders meeting as on 30th August 2018 and approved the same.

Mr. Nilav Divyang Mehta (DIN: 06857378) who was appointed as Additional Non- ExecutiveDirector of the company at the Board Meeting held on July 19 2018. As recommended by theNRC committee his appointment for regularization as NonExecutive Director was placedbefore shareholders meeting as on 30th August 2018 and approved the same.

Mr. Ketan Dhirajlal Chaudhari (DIN: 06397323) who was appointed as Additional WholeTime Director and Chief Financial Officer of the company at the Board Meeting held on July19 2018. As recommended by the NRC committee his appointment for regularization as WholeTime Director was placed before shareholders meeting as on 30th August 2018and approved the same. He resigned himself from the post of Whole Time Director of theCompany as on March 14 2019 and board also approve and took on record the same as onMarch 23 2019 and resigned himself from the post of Chief Financial Officer of theCompany as on May 21 2019 and board also approved the same and took on record the same ason May 30 2019.

Mr. Bhavin Sarvaiya Kanaiyalal (DIN: 08010395) who was appointed as AdditionalNon-Executive Director of the company at the Board Meeting held on 04th January 2018. Asrecommended by the NRC committee his appointment for regularization as NonExecutiveDirector was placed before shareholders meeting as on 30th August 2018 andapproved the same. He resigned himself from the post of Whole Time Director of the Companyas on March 14 2019 and board also approved the same and took on record the same as onMarch 23 2019.

Mr. Nand Kishore Sonthalia (Din: 00021585) resigned himself from the post of ManagingDirector of the Company as on January 08 2019 and board also approved the same and tookon record the same as on March 23 2019.

Mr. Narendra Kumar Lunawath (DIN: 00067129) resigned himself from the post ofIndependent Director of the Company of the Company as on March 05 2019 and board alsoapproved the same and took on record the same as on March 23 2019.

Mr. Chidambaram chettiar ramasamy chettiar (DIN: 01107229) resigned himself from thepost of Independent Director of the Company of the Company as on February 13 2019 andboard also approved the same and took on record the same as on March 23 2019.

Mr. Ajay Chaudhari (DIN: 00266186) who was appointed as Additional Director of thecompany at the Board Meeting held on March 23 2019. As recommended by the NRC committeehis appointment for regularization as Managing Director is placed before shareholders ofthe Company in this Annual General Meeting.

Mr. Samirkumar Mukundhbhai Mehta (DIN: 08388582) and Mr. Dhaval Manubhai Barot (DIN:07466154) who were appointed as Additional Director (Non-Executive & Independent) ofthe company at the Board Meeting held on March 23 2019. As recommended by the NRCcommittee their appointment for regularization as Director (Non-Executive &Independent) is placed before shareholders in this Annual General Meeting.

Mr. Ashish Desai (DIN: 01556047) who was appointed as Whole Time Director of thecompany at the Board Meeting held on July 26 2019. As recommended by the NRC committeehis appointment as Whole Time Director is placed before shareholders in this AnnualGeneral Meeting.

As recommended by the NRC committee Mr. Sunil Kaluram Inani who was appointed as ChiefFinancial Officer of the company at the Board Meeting held on May 30 2019.

In accordance with the provisions of Section 152 of the Companies Act 2013 at theensuing Annual General Meeting (AGM) Ms. Mita Desai (DIN: 01435940) retires by rotationand being eligible offers himself for re-appointment. The notice convening the AGMincludes the proposal for his re-appointment as director.

Declaration by Independent Directors

The following directors are appointed as independent directors in terms of Section149(6) of the Act;

1. Mr. Narendra Kumar Lunawath

2. Mr. Chidambaram chettiar ramasamy chettiar

3. Mr. Nirmal Anraj Gadhiya

4. Mr. Samirkumar Mukundhbhai Mehta

5. Mr. Dhaval Manubhai Barot

The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.

Annual Evaluation by the Board

Pursuant to the provisions of companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee.

Evaluation of Directors by Independent Directors' Meeting

During the year under review the Independent Directors met on March 23 2019 interalia to:

i. Review the performance of non-independent directors and the Board as a whole

ii. Review the performance of the Chairperson of the company taking into account theviews of executive directors and nonexecutive directors

iii. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties

Evaluation of Independent Directors by Directors' Meeting

During the year under review the Directors (Other than Independent Directors) met onMarch 23 2019 inter alia to:

i. Review the performance of the independent directors of the company taking intoaccount the views of executive directors and non-executive directors;

Assess the quality quantity and timeliness of flow of information between the companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

Subsidiaries Joint Ventures and Associate Companies

Company does not have any Subsidiaries Joint Ventures And Associate Companies.

Deposits

Your Company has neither accepted nor renewed any deposits during the year within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

Auditor and Auditor's Report Statutory Auditors

Due to not changing terms and conditions pertains to remuneration resignation wasgiven by M/s. Heena Shah & Associates Chartered Accountants Ahmedabad as on July 172019 and to fill the casual vacancy M/s. RMJ & Associates Chartered AccountantsAhmedabad has been appointed as on July 26 2019 as Statutory Auditors of your Companytill the conclusion of ensuing Annual General Meeting.

M/s. RMJ & Associates Chartered Accountants Ahmedabad are appointed as StatutoryAuditors of your Company for five years from the conclusion of the 37th Annual GeneralMeeting held on 29th August 2019 till the conclusion of the 42nd Annual General Meeting.

A written consent from them has been received along with a certificate that theirappointment if made shall be in accordance with the prescribed conditions and the saidAuditors satisfy the criteria provided in Section 141 of the Companies Act 2013. Theresolution seeking of their appointment has been included in the Notice of Annual GeneralMeeting.

Cost Auditors

Provision of Cost Audit is not applicable on your Company. Accordingly your Company isnot required to conduct the cost audit for the financial year ended March 31 2019.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Lakshmmi Subramanian & Associates Practising Company Secretaries (CPNo.3122 FCS:1090) Company Secretaries to undertake the secretarial audit of the companyfor the financial year ended 31st March 2019 (Financial Year 2018-2019). The SecretarialAudit Report is annexed herewith as 'Annexure IV'.

The Auditors Report is annexed with the Annual Report of the Company. The observationmade by Auditors in their Report your Directors wish to state that the report is self -explanatory and do not require any further clarification from the Board.

Internal Auditors

M/s. Karikalan & Co. Chartered Accountant was appointed as internal auditors ofthe Company. They regularly conduct audit and submit their quarterly reports which arereviewed by the Audit Committee. The Company has an adequate Internal Control systemcommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the Internal Auditor reports to the Chairman of the AuditCommittee of the Board. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

Committees of the Board

As per applicable provisions of Companies Act 2013 and SEBI (Listing and ObligationDisclosure Requirement) 2015Presently the board has Three (3) committees i.e. AuditCommittee Nomination and Remuneration Committees Stakeholders Relationship Committeeconstitution of which are given below.

A) Composition of Audit Committee:

The Board of Directors constituted an Audit Committee in compliance with the provisionof Section 177 of the Companies Act 2013.

During the year under review Audit Committee met 5 (Five) times viz 30th May 201819th July 2018 12th November 2018 11th February 2019 and 12th February 2019. Thecomposition of the Committee and the details of meetings attended by its members are givenbelow:

Name Status
Dhaval Manubhai Barot Chairman
Samirkumar Mukundhbhai Mehta Member
Hareshkumar Prakashbhai Chaudhari Member

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard.

B) Composition of Nomination and Remuneration Committee:

The Board of Directors constituted Nomination and Remuneration Committee in compliancewith the provision of Section 178 of the Companies Act 2013.

During the year under review Nomination and Remuneration Committee met 3 (Three) timesviz 19th July 2018 12th February 2019 and 23rd March 2019. The composition of theCommittee and the details of meetings attended by its members are given below:

Name Status
Samirkumar Mukundhbhai Mehta Chairman
Dhaval Manubhai Barot Member
Mita Desai Member

Policy for Nomination and Remuneration Committee is given as an 'Annexure V' tothis Report.

C) Stake Holder's Relationship Committee:

The Board of Directors constituted Stake Holder's Relationship Committee in compliancewith the provision of Section 178 of the Companies Act 2013.

During the year under review Stake Holder's Relationship Committee met 11 (Eleven)times viz 29th June 2018 19th July 2018 06th August 2018 23rd August 2018 11thSeptember 2018 17th November 2018 31st December 2018 30th January 2019 08th March2019 15th March 2019 and 22nd March 2019. The composition of the Committee and thedetails of meetings attended by its members are given below:

Name Status
Dhaval Manubhai Barot Chairman
Samirkumar Mukundhbhai Mehta Member
Mita Desai Member

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2019.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

Vigil Mechanism/Whistle Blower Policy

The company has framed a whistle blower policy. Further Directors and employees arehaving full access to the audit committee to report their genuine and serious concern ifthey observe any. The policy is available in the Company website www.metal- bml.com.

Disclosures under Sexual Harassment of women at workplace (Prevention Prohibition& Redressal) Act 2013

The Company has zero tolerance for sexual harassment at work place and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year 2018- 2019 the Company has not received any complaints on sexual harassment

Particulars of Employees

Disclosures with respect to remuneration of employees as per Section 197 of theCompanies Act 2013 read with Rule 5(1) & 5(2)** of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 for the year ended 31st March 2019 isgiven as an 'Annexure VI' to this Report.

There are no employees who are posted outside India and in receipt of a remuneration ofRs. 60.00 lakh or more per annum or Rs. 5.00 lakh or more a month.

**During the year under review there are no employees who received remuneration of Rs.10200000/- per annum or Rs. 850000/- per month during the year hence the Company isnot require to give disclosure as per Rule 5(2) of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 List of top ten employees and details thereofmentioned in the annexure.

Management and Discussion Analysis

Management and Discussion Analysis Report as an integral part of this Report requiredto give under Regulation 34 and Schedule V of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 is mentioned as an 'Annexure VII' to this report.

Industrial Relations

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

Policy on Director Appointment and Remuneration

As per provision of Section 178 of the Companies Act 2013 Company prepared policy onDirectors' appointment and remuneration including criteria for determining qualificationspositive attributes independence of a Director and other matters provided under section178(3) of the Companies Act 2013.

The policy itself drives the remuneration criteria which depends upon performance andis reasonable and sufficient to attract retain and motivate director for running companysmoothly. The remuneration and sitting fees paid by the Company are within the salaryscale approved by the Board and Shareholders.

Acknowledgement

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review.

For and on behalf of the Board
Pradhin Limited
Sd/-
Date: 26/07/2019 Nilav Divyang Mehta
Place: Ahmedabad Chairman and Non-Executive Director
(DIN: 06857378)