You are here » Home » Companies ยป Company Overview » Pradhin Ltd

Pradhin Ltd.

BSE: 530095 Sector: Others
NSE: N.A. ISIN Code: INE656B01019
BSE 00:00 | 27 Jan 37.85 -1.95
(-4.90%)
OPEN

40.00

HIGH

40.50

LOW

37.85

NSE 05:30 | 01 Jan Pradhin Ltd
OPEN 40.00
PREVIOUS CLOSE 39.80
VOLUME 1057
52-Week high 67.70
52-Week low 21.25
P/E 48.53
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.00
CLOSE 39.80
VOLUME 1057
52-Week high 67.70
52-Week low 21.25
P/E 48.53
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pradhin Ltd. (PRADHIN) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 40th Annual Report of the Companyalong with Audited Financial Statements for the financial year ended 31stMarch 2022.

Financial Results

The Company's financial performance for the year ended March 312022 is summarizedbelow:

Particulars Year ended on March 312022 Year ended on March 312021
(Rs.in Thousands) (Rs.in Thousands)
Gross Income 192902 239636
Other Income 10259 500
Total Income 203162 240136
Total Expenses (199201) (242259)
Profit before Exceptional and Extra Ordinary items and Taxation 3961 (2123)
Less: Exceptional items -
Profit before Extra -Ordinary items and Taxation 3961 (2123)
Less: Extra -Ordinary items -
Profit before Taxation 3961 (2123)
Less: Provision for Tax - Current Tax 871 136
Current tax pertaining to earlier years -
Less: MAT Credit Entitlement -
Add: Provision for Tax - Deferred Tax (Net) (286) 11
Profit for the year (3375) (2270)

COVID-19

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global solutions are needed to overcome the challenges - businesses & businessmodels have transformed to create a New work order.

The revenue impact of the pandemic played out broadly along the lines that the Companyhad anticipated at the start and affected all verticals with the exception of LifeSciences and Healthcare with varying levels of impact.

Dividend

Considering the capital requirement for ongoing business expansion during the year2020-21 the Board of Directors do not recommend any dividend on the Equity shares.

Company’s Performance(Rs.in Thousands)

During the year under review your company has achieved Revenue from Operation of Rs.192902 as against Rs. 239636 which recorded a decline of (19.50%). Other Income duringFY 2021-22 was Rs.10259 as against Rs. 500 which recorded a growth of 1951.8%. The Companyrecorded Profit before Tax of Rs. 3961 as against Rs. (2123) which recorded a decline of(286.57%).

Reserves

The Company has a Closing Balance of Rs. 25380 (Rupees Twenty Five Thousand ThreeHundred Eighty Only) (Rs.in Thousands) as Reserves and Surplus as on 31/03/2022.

Change in the Nature of Business

Currently Company is engaged in the business of Agro based products. During FY2021-22 there was no material changes in Business.

Board Meetings conducted during the year under review

During the Financial year 2021-22 5 (Four) Board Meetings were convened and held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. Meetings were conducted on 25th June 202113th August202106th September 2021 12th November 2021 and 12thJanuary 2022.

Annual General Meeting and Extra Ordinary General Meeting

The 39th Annual General Meeting (AGM) of the Company was held on September30 2021. 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.pradhin.com.

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 2022 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 2022 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

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

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 at theensuing Annual General Meeting (AGM) Mr. Ajay Chaudhari (DIN: 00266186) retires byrotation and being eligible offers himself for re-appointment. The notice convening theAGM includes the proposal for his re-appointment as director.

The brief resume of Mr. Ajay Chaudhari (DIN: 00266186)as required under Regulation36(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015forms a part of the Notice of the 40th Annual General Meeting of the Company.

Mr. Utsav Sumantkumar Bhavsar resigned from the post of Company Secretary andCompliance Officer of the Company with effect from the closure of business hours onFebruary 16 2022 and the Board of Directors took note of the same at the Board Meetingheld on May 19 2022.

On the recommendation of the Nomination and Remuneration Committee Board has appointedMs. Tanvi Mafatlal Patel as Company Secretary and Compliance Officer of the Company at theBoard Meeting held on August 10 2022 with effect from August 10 2022.

Declaration by Independent Directors

The following persons are on the board of the Company as on year end as an independentdirector in terms of Section 149(6) of the Companies Act 2013:

1. Mr. Samirkumar Mukundhbhai Mehta

2. Mr. Dhaval Manubhai Barot

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

The details of Programme for familiarization of Independent Directors with the Companynature of the industry in which the Company operates and related matters are uploaded onthe website of the Company.

Policy on Appointment and Remuneration for Directors Key Managerial Personnel andSenior Management Employees

The NRC of the Board has devised a policy for selection appointment and remunerationof Directors Key Managerial Personnel and Senior Management Employees. The Committee hasformulated the criteria for determining the qualifications positive attributes andindependence of Directors which has been put up on the Company's website www.pradhin.com.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance the individual Directors (including the Chairman) aswell as an evaluation of the Board Committees. The Nomination and Remuneration Committee(NRC) of the Company approved a checklist for evaluation of the performance of the Boardthe Committees of the Board and the Individual Directors including the Chairman of theBoard.

The Board adopted the checklist for performance evaluation as approved by NRC. Theperformance of the Board and Committee was evaluated on the basis of the criteriaapproved. The Board and the NRC reviewed the performance of the individual Directors. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees and theindividual Directors was discussed.

The Board of Directors expressed their satisfaction with the evaluation process

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 ‘AnnexureA’ to this Report. Financial Statements - Application of the Companies (IndianAccounting Standards) Rules 2015

The audited financial statements of the Company drawn up on standalone basis for thefinancial year ended March 31 2022 are in accordance with the requirements of theCompanies (Indian Accounting Standards) Rules 2015 ("Ind AS Rules").

Auditor and Auditor's Report Statutory Auditors

At the 37th (Thirty Seventh) AGM held on August 29 2019 the Membersapproved appointment of M/s. RMJ & Associates LLP Chartered Accountants (FirmRegistration No. W100281) Ahmedabad as Statutory Auditors of the Company to hold officefor a period of five years from the conclusion of that AGM till the conclusion of the 42nd(Forty Second) AGM subject to ratification of their appointment by Members at every AGMif so required under the Act. The requirement to place the matter relating to appointmentof auditors for ratification by Members at every AGM has been done away by the Companies(Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolution is beingproposed for ratification of appointment of statutory auditors at the ensuing AGM and anote in respect of same has been included in the Notice for this AGM.

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 312022.

The Maintenance of Cost Records u/s 148(1) of the Companies Act 2013 is not applicableto your Company 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. Hardik Hudda & Associates Practicing Company Secretaries (CP No.14697 ACS: 39621) to undertake the secretarial audit of the company for the financialyear ended 31st March 2022 (Financial Year 2021-2022). The Secretarial AuditReport is annexed herewith as 'Annexure B'

Internal Auditors

M/s. Somani Shah & Associates Chartered Accountant (Firm Registration No. 136844W)was appointed as internal auditors of the Company. They regularly conduct audit and submittheir quarterly reports which are reviewed by the Audit Committee. The Company has anadequate Internal Control system commensurate with the size scale and complexity of itsoperations. To maintain its objectivity and independence the Internal Auditor reports tothe Chairman of the Audit Committee of the Board. During the year such controls weretested and no reportable material weaknesses in the design or operation were observed.

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.

Annual Return

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at on the Company's website on www.pradhin.com.

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

The particulars of loans guarantees and investments as per Section 186 of theCompanies Act 2013 by the Company have been disclosed in the financial statements

The State of Company’s Affairs

During the year Company served its reputed clients best of its services and ensurethat in 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 and Annual Custodian Fees

Pursuant to Regulation 14 of Listing Regulation the Annual Listing fees for the year2022-23 have been paid within due date. The bill for annual custodian fees to NSDL &CDSL has been paid by the Company for the Securities of the Company held in dematerializedmode with them for year 2022-23.

Share Capital

The paid up Equity Share Capital as on March 31 2022 was Rs.36468500. No additionsand alterations to the capital were made during the financial year 2021 -22.

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 our company's paid up Equity capital and Net worth is less than Rs. 10 crores andRs. 25 crores respectively than as per regulation 15(2) of the SEBI (LODR) Regulations2015 the compliance with the corporate governance provisions as specified in regulations17 17A 18 19 20 2122 23 2424A 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply.Hence it is not applicable to the company.

Material changes and commitment if any affecting the financial position of the Companyoccurred between the end of the financial year to which these 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 (IEPF)

The Company has Transferred Unpaid / Unclaimed Dividend for the FY 2010-112011-12 and201213 to the Investor Education and Protection Fund ("IEPF") and the Membersare requested to note that dividends if not encashed for a period of 7 years from thedate of transfer to Unpaid Dividend Account of the Company are liable to be transferredto the Investor Education and Protection Fund ("IEPF"). Further all the sharesin respect of which dividend has remained unclaimed for 7 consecutive years or more fromthe date of transfer to unpaid dividend account shall also be transferred to IEPFAuthority. In view of this Members are requested to claim their dividends from theCompany within the stipulated timeline. The Members whose unclaimed dividends / shareshave been transferred to IEPF may claim the same by making an online application to theIEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.

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 C’ 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.

Corporate Social Responsibility

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

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.

Committees of the Board

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

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 4 (Four) times viz 25thJune 202113th August 202112th November 2021 and 12thJanuary 2022. The composition of the Committee is as under:

Name Status
Dhaval Manubhai Barot Chairman
Samirkumar Mukundhbhai Mehta Member
Ajay Chaudhari Member

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

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 1 (One) timesviz 06th September 2021. The composition of the Committee and the details ofmeetings attended by its members are given below:

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

Composition of 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 4 (Four) timesviz 25th June 2021 13th August 2021 12th November2021 and 12th January 2022. The composition of the Committee and the detailsof 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 312022.

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.

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 year2020-21 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 2022 isgiven as an ‘Annexure D’ 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 Discussion and Analysis Report

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 E’ to thisreport.

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.

Date: 08/09/2022 For and on behalf of the Board Pradhin Limited
Place: Ahmedabad Sd/- Sd/-
Ashish Desai Nilav Divyang Mehta
Whole Time Director Non-Executive Director
DIN:01556047 DIN: 06857378

.