To the Members of Pradip Overseas Limited
Your Directors are pleased to submit their Annual Report and Audited FinancialStatement for the financial year ended on 31st March 2019.
1) FINACIAL REVIEW:
Summary of Financial results of the Company for the year under review is as under:
| || ||[Rs in Lacs] |
|Particulars ||2018-19 ||2017-18 |
|Revenue From Operations ||9634.34 ||10362.83 |
|Other Income ||465.74 ||386.31 |
|Profit/ (Loss) Before Depreciation Finance Costs Exceptional Items & Tax ||10100.08 ||10749.14 |
|Less: Depreciation Amortization & Impairment Loss ||967.40 ||968.99 |
|Profit /loss before Finance Costs Exceptional items and Tax Expense ||9808.48 ||11137.60 |
|Less: Finance Cost ||859.08 ||766.28 |
|Profit /loss before Exceptional items and Tax Expense ||(567.48) ||(1154.74) |
|Add/(less): Exceptional items ||- ||- |
|Profit (Loss) Before Tax ||(567.48) ||(1154.74) |
|Current Tax || || |
|Deferred Tax ||(2278.33) ||272.12 |
|Non-Controlling Interest ||- ||- |
|Profit (Loss) for the period (1) ||1710.85 ||(1426.86) |
|Other Comprehensive Income (net of tax) (2) || || |
|Items that will not be reclassified subsequently to profit or loss ||7.58 ||2.98 |
|Items that will be reclassified subsequently to profit or loss ||- ||- |
|Total Comprehensive income for the year (1+2) ||1718.43 ||(1423.89) |
|Balance of profit /loss for earlier years ||(10138.42) ||(99614.54) |
|Balance carried forward ||(99320.00) ||(10138.42) |
|Basic & Diluted Earnings per Share (Rs Per share) ||3.53 ||(2.95) |
The year under review was also critical year for the Company. The turnover of theCompany was of Rs 10100.08 lacs which depicts a slightly down as compared to the turnoverof the Company for the previous year 2017-18. During the year the net profit of theCompany was Rs 1718.43 lacs. Due to the effect of Deferred Tax Reversal of Rs227833145 it was affect the profitable status of the Company. The major reasons forlower turnover were sluggish market conditions international competition and shortage ofworking capital. Effluent Treatment Plant (ETP) is operative in full capacity and theperformance is satisfactory.
Moreover as the Company is facing crunch of Working Capital the Company has putthrust on the job work which results into lower turnover and lower profitability.
Further the management of the Company has taken some corrective steps to overcome theCompany from this situation and they hope that in upcoming years would be beneficial forthe Company and it would also possible that the Company repay its outstanding liabilitiesor settled their debts with banks and ARC.
Due to the insufficient profit during the year 2018-19 the directors have decided thatit is not advisable to recommend dividend for the year 2018-19.
4) TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO THE INVESTORS EDUCATIONAND PROTECTION FUND:
Pursuant to provisions of Sections 124 and 125 of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (IEPF Rules) notified by Ministry of Corporate Affairs as amended from time totime in terms of compliance of aforesaid section of the Companies Act 2013 the Companywas transferred Unpaid or unclaimed dividend to Investor Education and Protection Fund andequity shares in respect of the said dividend holders to IEPF Suspense account as openedwith National Securities Depositories Limited. The details of the said unpaid dividend andequity share are mentioned as below.
|Dividend for Financial Year ||Unpaid/unclaimed Dividend Transferred (In Rs.) ||No. of Equity shares transferred |
|2010-11 ||32141/- ||9987 |
Details of such shareholders whose shares are transferred to IEPF are available at thewebsite of the Company viz. www.pradipoverseas.com. Members whose shares and unclaimeddividend have been transferred to the IEPF Demat Account or IEPF Account as the case maybe may claim the shares or apply for refund of dividend by making application to IEPFAuthority in Form IEPF-5 (Available on http:// www.iepf.gov.in) along with fee specifiedby the Authority from time to time in consultation with the Central Government.
5) TRANSFER TO RESERVE:
The Company has not proposed to transfer any amount to any reserves of the Company.
6) MANAGEMENT DISCUSSION AND ANALYSIS:
As stipulated in the Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report form partof this Annual Report as Annexure-6
7) CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business.
The Company has not accepted or renewed any deposits since inception as covered underChapter V of the Companies Act 2013. Accordingly no disclosure and reporting arerequired in respect of details relating to deposits covered under this chapter.
9) ENVIRONMENT HEALTH AND SAFETY:
The Company accords utmost care to environment health and safety (EHS) into itsvarious department or operations.
- The Company had installed Effluent Treatment Plant at Changodar Factory.
- The Company has also concern for health and safety of the employees as well ascontract workers who associated and also provide the compensation during injury occurredinto factory premises.
10) HUMAN RESOURCES:
Human Resources play a crucial role into the development and success of anyorganization. HR department is also one pillar of the organization to achieve each andevery goal of the Company.
As Pradip We firmly believe that each milestone achieved by the Organization is anoutcome of efforts dedication and conviction demonstrated by its people.
We have also assisted into the developing the necessary skills and right attitudeamongst the employees through training development and performance appraisal etc.
11) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONGST THEM:
Pursuant to provision of Section 152 (6) of the Companies Act 2013 Mr. Pradip J.Karia who has been longest in the office retires by rotation in the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment.
During the Year Ms. Zalpa B. Rathod (DIN: 08144926) appointed as an AdditionalIndependent Director of the Company by the Board of Directors w.e.f. 29th May2018 as an Independent Non executive Director. Her appointment was approved by members inlast Annual General meeting held on 29th September 2018 and accordingly shewill hold office for five consecutive years i.e. upto 28th May 2023.
In terms of the requirements of the Companies Act 2013 the Independent Directors ofthe Company were appointed for a period of five years on 30th September 2014.Such term of appointment of the Independent Directors shall come to an end. In view of thesame the Board of Directors have basis the recommendation of the Nomination andRemuneration Committee proposed to re-appoint Mr. Jivansingh Negi (DIN: 01656455) Mr.Gurpur Ramdas Kamath (DIN: 02234255) as an Independent Director of the Company for asecond term. A special resolution proposing their re-appointment as Independent Directorsof the Company for the second term forms part of the Notice of Annual General Meeting.
Mr. Gurpur Ramdas Kamath shall attain age of 75 years during the proposed second term.A special resolution pursuant to Regulation 17 (1A) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 proposing to continue him as an IndependentDirector even after attaining age of 75 years forms part of the Notice of Annual GeneralMeeting.
The Independent Directors of your Company have given the certificate of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149(6) of the Companies Act 2013.
The details of training and familiarisation programme and Annual Board Evaluationprocess for Directors have been provided under the Corporate Governance Report. The policyon Director's appointment and remuneration including criteria for determiningqualifications positive attributes independence of Director and also remuneration forkey managerial personnel and other employees forms part of the Corporate GovernanceReport of this Annual Report.
12) MEEITNGS OF BOARD OF DIRECTORS & COMPLIANCE TO SECRETARIAL STANDARDS:
The Board of Directors of the Company had 4 (Four) meetings and one meeting of theindependent Directors was held during the Financial Year 2018-19. The details of the Boardmeetings held during the year 2018-19 have been furnished in the Corporate GovernanceReport.
During the year under review the Company has complied with the provisions ofSecretarial Standard-1(relating to meetings of the Board of Directors) and SecretarialStandard-2 (relating to General meeting).
13) DIRECTORS' RESPONSIBILITY STATEMENT:
In the terms of Section 134 (3) of the Companies Act 2013 the Board of Directorsconfirms that: a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;b. the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of the affairs of the company at the end of the financial year and ofthe profit and loss of the Company for that period; c. the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. the directors had prepared the annualaccounts on a going concern basis; e. the directors had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and f. the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
14) DETAILS OF COMMITTEE OF DIRECTORS:
The Board has constituted the following committees and the said committees have beenrestructured from time to time.
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors Stakeholders Relationship Committee and Risk Management Committee of Directorsnumber of meetings held by each Committee during the Financial year 2018-19 and meetingsattended by each member of the Committee as required under the Companies Act 2013 areprovided in Corporate Governance Report which forms part of this report.
The recommendation by the Audit Committee as and when made to the Board of Directors ofthe Company has been accepted by it.
15) EXTRACT OF ANNUAL RETURN:
The extract of annual return in Form MGT-9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is appended as an Annexure-1 to this Annual Report and also available on the websiteof the Company at https:// www.pradipoverseas.com.
16) CORPORATE SOCIAL RSPONSIBILITY:
As per the review of the Profit & Loss Statement of the Company during the yearit's depicted Rs 171084761 net profit of the Company but the said profit was arriveddue to the effect of Deferred Tax Reversal of Rs 227833145. According the terms ofIncome Tax Act the profit was arrived due to deferred tax effect and therefore it wasconsidered as actual net profit of the Company.
Pursuant to the provision of Section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 and other applicable provisions ifany of the Companies Act 2013 (including any statutory modification(s) or re-enactmentthereof for time being in force) are not applicable to the Company and therefore it isneither required to disclose in the Board's Report of the Company nor required toconstitute Corporate Social Responsibility Committee of the Company.
17) SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary or Joint Venture or Associate Company.
18) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclaration from each Independent Directors confirming that they meet the criteria ofIndependence as prescribed under Section 149 (6) of the Act and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Independent Directors are in compliancewith the Code of Conduct prescribed under Schedule IV of the Companies Act 2013.
19) POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Committee has approved the Policy on Director'sAppointment/reappointment including criteria for determining qualification positiveattributes independence of a director and policy relating to remuneration for DirectorKey Managerial Personnel and other employees is as mentioned in this report.
- Policy on Appointment of Directors:
The Company has followed the policy regarding appointment of Director as laid down inthe Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and good corporate practices.
- Policy on remuneration of Directors:
Remuneration for Directors are based on the Shareholders resolution provisions of theCompanies Act 2013 and rules framed therein circulars and guidelines issued by theCentral Government and other authorities from time to time.
- Remuneration to the workers is based on the Contract with the Contractors keeping inview Minimum Wages payable to the workmen.
- Remuneration to Key Managerial Personnel Senior Executives Managers Staff andOther Employees is Industry Driven.
20) PARTICULARS OF LOANS GUARANTEES AND INVESTMENT U/S 186 OF THE COMPANIES ACT 2013:
The particulars of the loan given investment made alongwith the purpose for which theloan or guarantee or security is proposed to be utilized by the recipients are provided inthe financial statement. (Please refer to notes no. 7 of the Financial Statement.) TheCompany has not provided any securities or guarantees during the year under review.
21) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The details of related party transactions have been placed before the Audit Committeefor review and approval. The said committee had given omnibus approval of related partytransactions as fall under the Section 188 of the Companies Act 2013 read with Rule 15 ofCompanies (Meetings of Board and its Powers) Rules 2014 and Listing Regulations.
The Company has entered into contracts or arrangements with related parties in theordinary course of business and not at arm's length basis. Details as required undersection 134 (3) (h) of the Companies Act 2013 are appended herewith in the prescribedForm AOC-2 as Annexure-2 which forms part of this report.
22) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:
Your Company fully complies with conditions of the Corporate Governance stipulated inRegulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. A separate section on compliance with the conditions of Corporate Governance and acertificate from firm of Practicing Chartered Accountants dated 28th May 2019in this regard is annexed hereto and forms a part of the report. A Certificate of the CFOof the Company in terms of Listing Regulations inter alia confirming the correctness ofthe financial statements and cash flow statements adequacy of the internal controlmeasures and reporting of matters to the Audit Committee is also annexed. Managementdiscussion and analysis are attached which form part of this report.
23) (a) PARTICULARS OF THE EMPLOYEES :
There are no employees in the Company who are receiving remuneration in excess of thelimit specified in under section 197 (12) of the Companies Act 2013 read with rule 5(1)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and therefore there is no information required to be given:
(b) ANALYSIS OF REMUNERATION:
Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time are formingpart of this report as Annexure no. 3.
24) WHISTLE BLOWER & VIGIL MECHANISM:
The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors and employees to report the genuine concerns. The provisions of this policy arein line with the provisions of Section 177(9) of the Companies Act 2013 and Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Policy isavailable on the website of the Company. Weblink for the same is www.pradipoverseas.com
25) INTERNAL CONTROL SYSTEMS:
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorised recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated. The Internal Auditor of the Company has submitted reports onquarterly basis and the said reports were placed before the Board of Directors for review.
M/s. Vijay Moondra & Co. Chartered Accountants (Firm Registration No. 112308W/ M.No.-119398) Statutory Auditors of the Company appointed by members of the Company in theAnnual General Meeting of the Company held on 29th September 2017 for a periodof five consecutive years from the conclusion of the Annual General Meeting of the Companyheld on 29th September 2017 till the conclusion of the Annual General Meetingof the Company to be held in the year 2022.
In the Board Meeting held on 10th February 2016 M/s. Ashish Shah &Associates Practising Company Secretaries was appointed as Secretarial Auditor of theCompany for the financial year 2018-19.
27) SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 and in pursuant to Reg. 24A ofSecurities Exchange Board of India (Listing Obligations & Disclosure Requirements)(Amendments) Regulations 2018 the Secretarial Audit Report for the Financial Year ended31st March 2019 given by M/s. Ashish Shah & Associates Practicing CompanySecretary is annexed to this Report as an "Annexure - 5.
28) EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION OR ADVERSEREMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:
(1) Reply on the Qualification/Comments of Statutoty Auditors made by them in AuditReport:-Reply to the Basis for qualified opinion:-
As per the RBI Guidelines in case if the account is NPA banks should reverse theinterest already charged and not collected by debiting Profit and Loss account and stopfurther application of interest. However banks may continue to record such accruedinterest in a Memorandum account in their books. For the purpose of computing GrossAdvances interest recorded in the Memorandum account should not be taken into account. Asthe Banks are not taking in to account the interest recorded in Memorandum the Companyhas not booked expenses of interest in the Books of the Company.
(2) Reply on the Qualification/Comments of Secretarial Auditors made by them inSecretarial Audit Report:-
There is no qualification reservation or adverse remark or disclaimer in SecretarialAudit Report issued by the Secretarial auditor of the Company.
29) FRAUDS REPORTED BY AUDITORS:
During the Year under review no frauds were reported by the Auditor (StatutoryAuditor Secretarial Auditor) to the Audit Committee/ Board.
30) MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUBSECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 AND STATUS OF THE SAME:
The Company has maintained proper cost records. However provisions regarding the CostAudit as specified by the Central Government under Sub Section (2) of Section 148 of theCompanies Act 2013 are not applicable to the Company.
31) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars in respect of conservation of energy technology absorption and foreignexchange earnings and out go as required under Section 134 (3) (m) of the Companies Act2013 read with Companies (Accounts) Rules 2014 are set out in separate statement attachedhereto as Annexure-4 and forms part of this report.
32) RISK MANAGEMENT:
During the year the Management of the Company had evaluated the existing RiskManagement Policy of the Company. The Risk Management policy has been reviewed and foundadequate and sufficient to the requirement of the Company. The Management has evaluatedvarious risks and that there is no element of risk identified that may threaten theexistence of the Company.
33) ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS:
As per Section 134 (3) (p) of the Companies Act 2013 read with Companies (Accounts)Rules 2014 the Board of Directors of the Company has initiated and put in placeevaluation of its own performance its Committees and individuals. The result of theevaluation is satisfactory and adequate and meets the requirements.
34) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The State Bank of India (formerly known as State Bank of Patiala) ("financialcreditor") has filed application bearing no. C.P. (IB) no. 20 of 2019 under Section 7of the Insolvency and Bankruptcy Code 2016 (the "Insolvency Code") read withRule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules2016 into the NCLT Ahmedabd for initiation of corporate insolvency resolution processagainst the Company.
The Standard Chartered Bank has filed application bearing no. C.P. (IB) 221 of 2019under 7 of the Insolvency and Bankruptcy Code 2016 (the "Insolvency Code") readwith Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority)Rules 2016 into the National Company Law Tribunal Ahmedabad for initiation of corporateinsolvency resolution process against the Company.
Both the cases are pending into the aforementioned tribunal for further hearing.
Except the mentioned above there have been no material changes and commitmentsaffecting the financial position of the Company which have occurred during the financialyear of the Company to which the financial statements relate and the date of the report.
35) SIGNIFICANT AND MATERIAL ORDERS:
There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.
36) DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The Company believes in providing equal opportunity/ Affirmation Action. The Board hasdeveloped the Sexual Harassment Policy of the Company for safety of the women employeesemployed in the Company. The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under reviewthere were no cases filed pursuant to sexual harassment at work place (PreventionProhibition and Redressal) Act 2013.
37) APPRECIATION AND ACKNOWLEDGEMENTS:
The Board of Directors is pleased to place on record its appreciation for continuedsupport received from all stakeholders including government and assistance received fromthe Banks Government and employees and all those associated with the Company during theyear under review.
| ||For and On behalf of Board of Directors |
| ||Sd/- |
| ||(PRADIP J. KARIA) |
|Place : Ahmedabad ||CHAIRMAN & MANAGING DIRECTOR |
|Date : 28th May 2019 ||DIN: 00123748 |