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Pradip Overseas Ltd.

BSE: 533178 Sector: Industrials
NSE: PRADIP ISIN Code: INE495J01015
BSE 00:00 | 15 Jul Pradip Overseas Ltd
NSE 00:00 | 16 Sep 0.95 0
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OPEN 1.20
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VOLUME 30500
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OPEN 1.20
CLOSE 1.20
VOLUME 30500
52-Week high 1.20
52-Week low 0.48
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pradip Overseas Ltd. (PRADIP) - Director Report

Company director report

To the Members of Pradip Overseas Limited

Your Directors are pleased to present the Annual Report of the Company covering theoperating and financial performance together with the Audited Financial Statements for theFinancial Year ended on March 31 2020.

1) FINANCIAL REVIEW:

The financial highlights of the Company during the period ended March 31 2020 are asbelow:

[` In Lacs]

Particulars F Y 2019-20 F Y 2018-19
Revenue From Operations 3808.07 9634.34
Other Income 530.57 465.74
Profit/ (Loss) Before Depreciation Finance Costs Exceptional Items & Tax 4338.64 10100.08
Expenditure other than Depreciation Finance Cost Exceptional Items 3705.63 8841.08
Less: Depreciation Amortization & Impairment Loss 964.73 967.40
Less: Finance Cost 1017.75 859.08
Profit /loss before Exceptional items and Tax Expense (1349.47) (567.48)
Add/(less): Exceptional items - -
Profit (Loss) Before Tax (1349.47) (567.48)
Current Tax - -
Deferred Tax 1757.84 (2278.33)
Non-Controlling Interest - -
Profit (Loss) for the period (1) (3107.31) 1710.85
Other Comprehensive Income (net of tax) (2)
Items that will not be reclassified subsequently to profit or loss 3.60 7.58
Items that will be reclassified subsequently to profit or loss -
Total Comprehensive income for the year (1+2) (3103.71) 1718.43
Balance of profit /loss for earlier years (99052.83) (100771.26)
Balance carried forward (102156.54) (99052.83)
Basic & Diluted Earnings per Share (` Per share) (6.41) 3.53

2) GLOBAL HEALTH PANDEMIC FROM COVID-19:

The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time. In keeping with itsemployee-safety first approach the Company quickly instituted measures to trace allemployees and be assured of their well-being.

Our teams reacted with speed and efficiency and quickly leveraged technology to shiftthe workforce to an entirely new ‘work-from-home' model. Proactive preparations weredone in our work locations during this transition to ensure our offices and trainingcenters were safe.

We have extended support to the employees impacted by this pandemic including thosewho tested positive for COVID-19. The Company's management currently believes that theimpact is likely to be short term in nature. Given the severity of impact this financialyear is likely to get affected but also given the measures from Government and inherentresilience in Indian Economy next year onwards are expected to show normal growthscenarios.

3) STATE OF COMPANY AFFAIRS:

The year under review was also critical year for the Company. The turnover of theCompany was of Rs 4338.64 lacs which depicts a sharp penetrate into the turnover of theCompany for the previous year 2018-19. During the year the net loss of the Company was Rs(3103.37) lacs. The major reasons for lower turnover were sluggish market conditionsinternational competition and shortage of working capital. Effluent Treatment Plant (ETP)is operative in full capacity and the performance 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. Meanwhile the Company had executed the one timesettlement proposal with two banks i.e. State Bank of India (originally State Bank ofPatiala) and Standard Chartered Bank. According the terms of the said agreement theCompany has paid some portion of amount till the date and due to continuing effect ofCOVID-19 pandemic the Company has further approached to the banks for reconsideration ofthe terms of repayment schedule and to grant some moratorium period.

4) DIVIDEND:

Due to the insufficient profit during the year 2019-20 the directors have decided thatit is not advisable to recommend dividend for the year 2019-20.

5) 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 Companyhas 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 during the year 2018-19. The details of thesaid unpaid dividend and equity 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 specified bythe Authority from time to time in consultation with the Central Government.

Except the information has been furnished above no unpaid or unclaimed dividendaccount is pending into the Company's unpaid or unclaimed divided account till the datefor any respective years.

6) TRANSFER TO RESERVE:

The Company has not proposed to transfer any amount to any reserves of the Company.

7) 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.

8) CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business.

9) DEPOSIT:

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.

10) SHARE CAPITAL:

There was no change in the issued and subscribed capital of the Company. The paid-upEquity Share Capital of the Company as on 31st March 2020 stands at Rs484401830 divided into 48440183 equity shares of Rs 10/- each.

During the year under review the Company has not issued shares with differentialvoting rights or granted stock options or issued sweat equity.

11) ENVIRONMENT HEALTH AND SAFETY:

The Company accords utmost care to environment health and safety (EHS) into itsvarious department or operations.

• The Company has installed Effluent Treatment Plant at Changodar Factory.

• The Company has also concern for health and safety of the employees as well ascontract workers who are associated and also provide the compensation during injuryoccurred into factory premises.

• The Company has prepared a Systematic Operating Procedures for work place and asper the terms and conditions as stipulated under the said SOP all worker employee followsthe code of conduct. The said SOP has been reviewed periodically by the Management of theCompany.

12) 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.

13) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONGST THEM:

The Board of Directors consists of 6 members of which three are Independent Directors.The Board also comprises of one woman Independent Director.

Pursuant to provision of Section 152 (6) of the Companies Act 2013 Mr. VishalRameshbhai Karia who has been longest in the office retires by rotation in the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

The Nomination and Remuneration Committee and Board of Directors at their respectivemeetings held on 23rd July 2020 have recommended and approved re-appointmentof Mr. Pradipkumar J. Karia (DIN: 00123748) as Managing Director of the Company for theperiod of three years from 1st September 2020 to 31st August 2023subject to approval of Members at the ensuring Annual General Meeting of the Company.

Further the Nomination and Remuneration Committee and Board of Directors at theirrespective meetings held on 23rd July 2020 have recommended and approvedre-appointment of Mr. Chetankumar J. Karia (DIN: 00191790) as Wholetime Director of theCompany for the period of three years from 1st September 2020 to 31stAugust 2023 subject to approval of Members at the ensuing Annual General Meeting of theCompany.

Further the Nomination and Remuneration Committee and Board of Directors at theirrespective meetings held on 23rd July 2020 have recommended and approvedre-appointment of Mr. Vishal R. Karia as Wholetime Director of the Company for the periodof three years from 1st October 2020 to 30th September 2023subject to approval of Members at the ensuring Annual General Meeting of the Company.

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.

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013 and notdebarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutoryauthority from being appointed or continuing as Director of the Company or any otherCompany where such Director holds such position in terms of Regulation (10)(i) of Part Cof Schedule V of Listing Regulations. Company has obtained a Certificate to this effectfrom Mr. Ashish Shah Practicing Company Secretary.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended from time to time) the following are the Key Managerial Personnel of the Company:

1. Shri Pradip Karia: Chairman & Managing Director;

2. Shri Chetan Karia: Whole-Time Director;

3. Shri Vishal Karia: Chief Financial Officer & Whole-time Director;

4. Shri Nigam Sathavara: Company Secretary.

There is no changes in Key Managerial Personnel of the Company during the year underreview.

14) MEETINGS OF BOARD OF DIRECTORS & COMPLIANCE TO SECRETARIAL STANDARDS:

The Board of Directors of the Company held 5 (Five) meetings and one meeting of theIndependent Directors was held during the Financial Year 2019-20. The details of the Boardmeetings held during the year 2019-20 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).

15) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 your Directors to the best ofits knowledge and ability confirm that::

(a) In the preparation of the annual accounts for the financial year ended on March 312020 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year March 31 2020 andof the profit and loss of the Company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

(f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

16) DETAILS OF COMMITTEE OF DIRECTORS:

Your Company has several Committees which have been established as part of the bestCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

The Board has constituted the following committees and the said committees have beenrestructured from time to time:

• Audit Committee

• Stakeholder's Relationship Committee

• Nomination and Remuneration Committee

• Risk Management Committee Their composition number of meetings held by eachCommittee during the financial year 2019-20 and meetings attended by each member of theCommittee as required under the Companies Act 2013 are provided in Corporate GovernanceReport 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.

17) 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 thewebsite of the Company at https://www.pradipoverseas.com.

18) CORPORATE SOCIAL RSPONSIBILITY:

As per the review of the Profit & Loss Statement of the Company during the yearit's depicted Rs (310731277) net loss 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.

19) SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary or Joint Venture or Associate Company.

20) 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.

21) 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 Contractorskeeping in view Minimum Wages payable to the workmen.

• Remuneration to Key Managerial Personnel Senior Executives Managers Staff andOther Employees is Industry Driven.

The above policy is also available on the website of the Company athtts://www.pradipoverseas.com.

22) PARTICULARS OF LOANS GUARANTEES AND INVESTMENT U/S 186 OF THE COMPANIES ACT 2013:

The particulars of the loan given investment made along with the purpose for whichthe loan or guarantee or security is proposed to be utilized by the recipients areprovided in the financial statement. (Please refer to notes no. 7 of the FinancialStatement.) The Company has not provided any securities or guarantees during the yearunder review.

23) 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 for related partytransactions falling 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.

24) 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 23rd July 2020in 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.

25) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES (a) PARTICULARS OF THE EMPLOYEES :

There are no employees in the Company who are receiving remuneration in excess of thelimit specified 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 2014 andtherefore 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.

26) 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 iswww.pradipoverseas.com/whistle_blower_policy2014-15.pdf.

27) 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.

28) AUDITORS:

M/s. Vijay Moondra & Co. Chartered Accountants (Firm Registration No. 112308W/ M.No.-119398) Statutory Auditors of the Company were appointed by members of the Company inthe Annual General Meeting of the Company held on 29th September 2017 for aperiod of five consecutive years from the conclusion of the Annual General Meeting of theCompany held in 2017 till the conclusion of the Annual General Meeting of the Company tobe held in the year 2022.

In the Board Meeting held on 13th August 2019 M/s. Ashish Shah &Associates Practicing Company Secretaries were appointed as Secretarial Auditor of theCompany for the financial year 2019-20.

29) SECRETARIAL AUDIT REPORT:

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. Ashish Shah & Associates Company Secretaries in practice to conductthe Secretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report for the financial year ended 31st March 2020pursuant to Section 204 of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith as "Annexure 5".

30) 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 Statutory Auditors made by them in AuditReport:-

The Statutory Auditor has raised following qualification in his Audit Report:

Due to defaults in payment of bank loans the Company's accounts have been classifiedas Non Performing Assets (NPA) by the banks. Most of the banks have not charged intereston the Company's borrowings / loans. During the period under audit no provision has beenmade for such interest in the books of accounts of the company and to that extent bank'sloan liability and total loss is understated by Rs 9.18 Cr.

Reply to the Basis for qualified opinion:-

As per the RBI Guidelines in case if the account is NPA banks should reversethe interest already charged and not collected by debiting Profit and Loss account andstop further 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.

31) FRAUDS REPORTED BY AUDITORS:

During the Year under review no frauds were reported by the Auditor (StatutoryAuditor Secretarial Auditor) to the Audit Committee/ Board.

32) 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.

33) 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.

34) 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. Policy is available on the website of the Company. Weblink forthe same is www.pradipoverseas.com.

35) 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.

36) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel banquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities etc. On March 24 2020 the Government of Indiaordered a nationwide lockdown for 21 days which further got extended till May 31st2020 to prevent community spread of COVID-19 in India resulting in significant reductionin economic activities due to such material changes that has affect the financial positionof 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 Ahmedabad 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 sub-judice into the aforementioned tribunal for further hearing.Meanwhile the Company has approached to both the banks for reconsideration of paymentschedule for settlement of outstanding dues of the Company.

Except mentioned above there have been no material changes and commitments affectingthe financial position of the Company which have occurred during the financial year underreview to which the financial statements relate and the date of the report.

37) 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.

38) 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.

39) 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.

By Order Of the Board of Directors
For PRADIP OVERSEAS LIMITED
Sd/-
(Pradip J. Karia)
Chairman and Managing Director
DIN:00123748
Place: Ahmedabad
Date: 23rd July 2020

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