The Directors of Pranavaditya Spinning Mills Limited ("your Company") presentthe 31st Annual Report on the business and operations of your Company togetherwith the Audited Financial Statements for the year ended 31st March 2021.
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations ||520.08 ||6941.13 |
|Other Income ||80.15 ||53.81 |
|Total Income ||600.23 ||6994.94 |
|EBIDTA ||(699.03) ||(244.19) |
|Less : Finance Cost ||7.72 ||27.44 |
|Less : Depreciation and Amortisation expenses ||120.27 ||124.76 |
|Profit / (Loss) before exceptional item and tax ||(461.98) ||(396.39) |
|Exceptional Items ||(365.04) ||- |
|Profit / (Loss) before Tax ||(827.02) ||(396.39) |
|Provision for taxation (Expense)/ Credit ||236.16 ||128.14 |
|Net Profit / (Loss) after tax ||(590.86) ||(268.25) |
|Add: Other Comprehensive Income ||30.03 ||(1.99) |
|Total Comprehensive Income ||(560.83) ||(270.24) |
|EPS (in `) ||(3.07) ||(1.39) |
The outbreak of Novel Coronavirus (COVID-19) pandemic in the month of March 2020developed into a global crisis. This led to declaration of the lockdowns by thegovernments in the countries all over the world. The manufacturing plant of your
Company at Kolhapur was temporarily closed from March 23 2020 to May 5 2020 tocontain the spread of COVID-19 as per Central/ State Government directions. The plantresumed partial operations from May 6 2020 with limited workforce and in single shift.Due to COVID -19 pandemic and social distancing norms labour attendance was poor.Further the production was stopped from August 2020 due to separation of all workersunder VRS/Separation Scheme announced by the Company.
Due to aforesaid factors the total revenue for the year ended 31st March2021 was drastically impacted. The revenue from operations of the Company declined fromRs.6941.13 lakhs to Rs.520.08 lakhs for the year ended 31st March 2021. TheCompany incurred Net Loss of Rs.590.86 lakhs as compared to Net loss of Rs.268.25 Lakhs.
Further the financial results for the year ended 31st March 2021 are not comparablewith the financial results for the year ended 31st March 2020 due to aforesaidreasons.
In view of labour rationalization and other external factors the Board of Directors ofyour Company approved the Voluntary Retirement Scheme (VRS)/ Separation Scheme (SS) forthe workers of the Company on 15th July 2020. All the workers of the Companyexercised their option of voluntary separation under the said scheme and the Company madepayment of
Rs.363.29 Lakhs in full and final settlement under the VRS/ Separation scheme. Thecompensation paid / expenditure incurred on account of VRS/Separation Scheme isrepresented as an exceptional item in the financial statements of the Company for the yearended 31st March 2021.
Amalgamation of the Company with Indo Count Industries Limited Holding Company
The Board of Directors of your Company at its meeting held on 21st October2020 approved the Scheme of Amalgamation of the Company with Indo Count IndustriesLimited Holding Company subject to requisite approvals. The appointed date for saidamalgamation is 1st October 2020 or such other date as may be specified byHon'ble National Company Law Tribunal (NCLT). The amalgamation shall be effective uponfiling of the order of NCLT with Registrar of Companies. The Company has receivedobservation letter from BSE Limited and Securities and Exchange Board of India (SEBI)conveying their No-Objection to the scheme. The Company is in the process of filingapplication under Section 230 of the Companies Act 2013 with NCLT.
Upon the Scheme becoming effective with effect from the appointed date the Business(along with all assets and liabilities thereof) of the Company shall be transferred andvested with the transferee Company i.e. Indo Count Industries Limited (ICIL) on a goingconcern basis. As a consideration for the amalgamation the transferee/ Holding Companywill issue its equity shares to the shareholders of the Company/transferor company as onthe record date in a share exchange ratio of 2:15 (i.e. 2 (Two) fully paid up equityshares of Rs.2/- each of Indo Count Industries Limited (ICIL) would be issued to theEquity Shareholders of transferor company for every 15 (Fifteen) equity shares of Rs.10/-each fully paid up).
In view of loss incurred by the Company for the year ended 31st March 2021the Board of Directors of your Company has not recommended any dividend on the equityshares of the Company for the financial year under review.
Transfer to Reserves
During FY 2020-21 no amount has been transferred to the general reserves/ retainedearnings of the Company.
There was no change in the capital structure of your Company during the year underreview. As on 31st March 2021 the issued subscribed and paid up equity sharecapital of your Company is Rs.192412800/- comprising of 19241280 Equity shares ofFace Value of Rs.10/- each. During the financial year 2020-21 your Company has not issuedany equity shares with differential rights as to dividends voting or otherwise or anyconvertible securities warrants or Sweat Equity shares. Your Company does not have anyEmployee Stock Option Scheme or Employee Stock Purchase Scheme.
Directors and Key Managerial Personnel
During the year under review there has been no change in the composition of the Boardof Directors of the Company.
Pursuant to the provisions of Section 152 of the Companies Act 2013 ("Act")and articles of association of the Company
Mr. Kamal Mitra (DIN: 01839261) Non-Executive Non-Independent Director of the Companyretires by rotation at the ensuing
Annual General Meeting (AGM) and being eligible has offered himself for there-appointment. The Board recommends his re-appointment for consideration at the ensuingAGM. As per Secretarial Standard 2 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") brief profile and otherrelated information of
Mr. Kamal Mitra Director retiring by rotation is provided in the Notice of ensuingAGM.
As on 31st March 2021 Mr. Ashok G. Halasangi Chief Executive Officer Mr.K. Muralidharan Chief Financial Officer and Mrs. Amruta Avasare Company Secretary &Compliance Officer are the Key Managerial Personnel (KMP) of the Company in terms ofSection 203 of the Companies Act 2013. There has been no change in KMP during the yearunder review.
All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of ("Listing Regulations") and that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge duties with an objective independent judgment andwithout any external influence. The said on record by the Board after assessing dueveracity of the same. In the opinion of the Board all Independent Directors areindependent of the management.
Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules2014 all Independent Directors of the
Company viz. Mr. S. K. Agrawal Dr. Ashok Desai Ms. Kala Agarwal and Mr. L.Viswanathan have registered themselves in the Independent Directors databank maintainedwith the Indian Institute of Corporate Affairs (IICA). Further all the Independent
Directors have also cleared the proficiency test conducted by IICA. In the allIndependent Directors possess high integrity expertise and experience including theproficiency required to discharge the duties and responsibilities as Directors of theCompany.
Number of Board Meetings
During the Financial Year 2020-21 Four (4) Board Meetings were held on 9thJune 2020 17th August 2020 21st October
2020 and 16th January 2021 through Video conferencing. More details onBoard Meetings are provided in the Corporate Governance Report.
Company's policy on appointment and remuneration of Directors and Key ManagerialPersonnel
Pursuant to Section 178 of the Companies Act 2013 the Nomination and RemunerationCommittee (NRC) has formulated
"Nomination and Remuneration Policy" which deals inter-alia with theappointment and remuneration of Directors Key Managerial Personnel Senior Management andother employees. The said policy is uploaded on the website of the Company and web-linkthereto ishttps://www.pranavaditya.com/wp-content/uploads/2019/10/nomination-and-remuneration-policy-1.pdf
The salient features of the policy are as under:
I. Criteria for appointment:
a. NRC shall identify ascertain and consider the integrity qualification expertiseand experience of the person for the appointment as a Director of the Company andrecommend to the Board his / her appointment. The Directors shall uphold ethical standardsof integrity and probity and shall exercise their duties and responsibilities in theinterest of the Company.
b. A person proposed to be appointed as Director should possess adequate qualificationexpertise and experience for the position he / she is considered for appointment. Theyshall possess appropriate core skills/ expertise/ competencies/ knowledge in one or morefields of finance law management sales and marketing administration research and inthe context of business and/or the sector in which the company operates. The NRC has thediscretion to decide whether qualifications expertise and experience possessed by aperson are sufficient/ satisfactory for the concerned position.
c. The Company shall comply with the provisions of the Act and Listing Regulations andany other laws if applicable for appointment of Director of the Company. The Company shallensure that provisions relating to limit of maximum directorships age term etc. arecomplied with.
II. Remuneration of the Whole Time / Executive Director(s) / Managing Director:
a. The remuneration including commission payable to the Whole Time / ExecutiveDirector(s) / Managing Director shall be determined and recommended by the NRC to theBoard for approval.
b. While determining the remuneration of the Executive Directors following factorsshall be considered by the NRC/ Board:
Role played by the individual in managing the Company including responding to thechallenges faced by the
Individual performance and company performance so that remuneration meets appropriateperformance benchmarks
Reflectiveof size of the Company complexity of the sector/ industry/ company'soperations and the Company's financial position
Consistent with recognized best industry practices.
Remuneration involves balance between fixed and incentive pay reflectingperformanceobjectives appropriate to the working of the Company and its goals.
Remuneration is reasonable and sufficient to retain and motivate directors to run thecompany successfully.
III. Remuneration to Non- Executive / Independent Directors:
Sitting Fees: Independent Directors are entitled for sitting fees for attendingmeetings of the Board or Committee of the Board or for any other purposes as may bedecided by the Board of such sum as may be approved by the Board of Directors of theCompany within the overall limits prescribed under the Act and the rules made thereunderListing regulations or other applicable law.
Annual Evaluation of Board Performance and its Committee and Individual Directors
Criteria of performance evaluation of the Board Committees and Directors are laid downby Nomination and Remuneration
Committee (NRC) of the Company. Further pursuant to the provisions of Section 178(2)of the Companies Act 2013 as amended by the Companies (Amendment) Act 2017 NRC decidedto continue the existing method of performance evaluation through circulation ofperformance evaluation sheets based on SEBI Guidance Note dated 5th January2017 and that only Board should carry out performance evaluation of the Board itsCommittees and Individual Directors.
The performance evaluation sheets based on aforesaid SEBI Guidance Note containing theparameters of performance evaluation and rating scale was circulated to all the Directors.The Directors rated the performance against each criteria. Thereafter consolidated scorewas arrived. Pursuant to the provisions of the Companies Act 2013 and ListingRegulations the Board has carried out performance evaluation of its own the BoardCommittee and all Individual Directors in the said manner. The performance of the Boardcommittees and individual directors was found satisfactory.
A meeting of the Independent Directors of the Company was held on 6th March2021 through Video Conferencing in which Independent Directors inter-alia reviewedperformance of Non-Executive Independent Chairman and other Non-Independent Directors andthe Board and committee as a whole through performance evaluation sheets.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act 2013your Directors to the best of their knowledge and belief and according to the informationand explanations obtained by them state and confirm that:
in the preparation of the annual accounts for the year ended 31st March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
such accounting policies as mentioned in the notes to the Financial Statements for theyear ended 31st March 2021 have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2021 and of the loss of the Company for the year ended on that date;
proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
the annual financial statements for the year ended 31st March 2021 havebeen prepared on a going concern basis;
internal financial controls to be followed by the Company have been laid down and thatthe said financial controls were adequate and operating effectively;
proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.
During the year under review there has been no change in the composition of the Auditcommittee. As on 31st March 2021 the Audit Committee comprises of 4 membersviz. Mr. S. K. Agrawal Independent Director as Chairman Dr. Ashok Desai Ms. KalaAgarwal Independent Directors and Mr. Kamal Mitra Non-Executive Non-IndependentDirector. More details on the Audit Committee are given in Corporate Governance Report.All the recommendations made by the Audit Committee during the year under review wereaccepted by the Board.
In accordance with the provisions of Section 139 of the Act at the Annual GeneralMeeting ("AGM") held on 21st August 2017 M/s. Suresh Kumar Mittal& Co. Chartered Accountants (Firm Registration No. 500063N) were appointed as theStatutory Auditors of the Company for a period of 5 years to hold office from theconclusion of the 27th AGM till the conclusion of 32nd AGM subjectto the ratification by members at everyAGM.
The requirement to place the matter relating to appointment of Auditors forratification by Members at every Annual General Meeting was omitted vide notificationdated 7th May 2018 issued by the Ministry of Corporate Affairs. Accordingly noresolution is proposed for ratification of the appointment of Auditors in the ensuing
The Company has received a letter from M/s. Suresh Kumar Mittal & Co. CharteredAccountants confirming that they are eligible for continuing as Statutory Auditors of theCompany.
The Auditors' Report on the standalone audited financial statements of the Company forthe year ended 31st March 2021 issued by M/s. Suresh Kumar Mittal and Co.Statutory Auditors of the Company forms part of this Annual Report. The Auditors' Reportdoes not contain any qualificationsreservations adverse remarks or disclaimer. In termsof the provisions of Section
143(12) of the Act no frauds have been reported by the Statutory Auditors in theirreport for the year under review. Notes to the Financial Statements are self-explanatoryand do not call for any further comments.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with rules thereunder theBoard at its meeting held on 21st October 2020 had appointed M/s. Kothari H.& Associates Practicing Company Secretaries as Secretarial Auditors to conduct theSecretarial Audit of the Company for the year ended 31st March 2021. TheSecretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is providedas an "Annexure 1" to this Report. The Secretarial Audit Reportdoes not contain any qualifications reservations or adverse remarks.
Further in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8thFebruary 2019 issued by Securities and Exchange Board of India (SEBI) M/s. Kothari H.& Associates Practicing Company Secretaries have issued the Annual
Secretarial Compliance Report for the financial year ended 31 st March 2021 therebyconfirming compliance by the Company of the applicable SEBI Regulations and circulars /guidelines issued thereunder.
Internal control systems and their adequacy
Your Company maintains adequate internal control system and procedures commensuratewith its size and nature of operations. The internal control systems are designed toprovide a reasonable assurance over reliability in financial reporting ensure appropriateauthorization of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances.
The internal control system includes a well-defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well-structured budgeting process and
Internal Audit. The Internal Audit reports are periodically reviewed by the managementand the Audit Committee and necessary improvements are undertaken if required.
During the year under review your Company has not accepted any deposits from thepublic under Chapter V of the Act.
During the year under review your Company does not have any subsidiaries or jointventures or associate companies as defined under the Act. However the Company has frameda policy for determining material subsidiaries which can be accessed at web-linkhttps://www.pranavaditya.com/wp-content/uploads/2019/10/psml-policy-on-material-subsidiaries.pdf
Corporate Governance Report
Your Company has adopted best practices of Corporate Governance and complied with allthe requirement of Corporate Governance laid down by SEBI. As per Regulation 34(3) readwith Schedule V of the Listing Regulations a Corporate
Governance Report along with Statutory Auditors' Certificate confirming compliance ofcorporate governance for the year ended 31st March 2021 is provided separatelyand forms integral part of this Annual Report.
Management and Discussion Analysis Report
Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis Report containing information inter-alia on industry trends yourCompany's performance future outlook opportunities and threats for the year ended
31st March 2021 is provided in a separate section forming integral part ofthis Annual Report.
Pursuant to the amendments in Section 92(3) of the Companies Act 2013 read with Rulesthereunder and provisions of Section 134(3)(a) of the Act Annual Returns of the Companyfor FY 2019-20 and FY 2020-21 are hosted on the website of the
Company www.pranavaditya.com and web-links thereto are given below:
Annual Return for FY 2019-20:https://www.pranavaditya.com/wp-content/uploads/2020/10/psml-mgt-7-2019-20.pdf
Annual Return for FY 2020-21:https://www.pranavaditya.com/wp-content/uploads/2021/07/draft-mgt-7-for-website.pdf
Related Party Transactions
During the year under review the Company has entered into transactions of Lease ofcertain machineries and some space to Indo Count Industries Limited (ICIL) HoldingCompany and prior approvals of audit committee and the Board were obtained. Furtherapproval of Shareholders of the Company has been obtained for Lease of Land Buildings andMachineries constituting substantially whole of the undertaking of the Company as definedunder section 180 (1) (a) of the Companies Act 2013 to ICIL. All Related PartyTransactions (RPT) entered during FY 2020-21 with Holding Company were on arm's lengthbasis. During the year under review the Company has not entered into any material relatedparty transactions as defined in Companies Act
2013 and Listing Regulations. Hence Form AOC -2 is not required to be attached in thisAnnual Report. Further the related party transactions are also provided in the notes tothe financial statements.
Prior approval of Audit Committee is obtained for all Related Party Transactions. Astatement of all Related Party Transactions is reviewed by the Audit Committee and Boardon quarterly basis. Your Company has adopted a policy on Related Party Transactions andsame is uploaded on the website of the Company at https://www.pranavaditya.com/wp-content/uploads/2019/10/psml-policy-on-related-party-transactions-revised-04-02-2020.pdf
Particulars of Loans Investments Guarantees Securities under Section 186 of theCompanies Act 2013
During the year under review pursuant to Section 186 of the Act no loans were givento any person nor any Guarantees or securities were provided. Further no investment wasmade in the securities of any other body corporate.
The Company has devised Risk Management Policy which takes care of risk identificationof the risks faced by the Company are raw material price risk financial risk foreigncurrency risk etc. The details of Risk
Management are included in Management Discussion and Analysis Report.
Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177(10) of the Act and Regulation 22 of theListing Regulations your Company has established a vigil mechanism for the Directors andemployees of the Company to report concerns about unethical behaviour actual or suspectedincidents of fraud or violation of Code of Conduct. The details of Vigil Mechanism/WhistleBlower Policy are provided in the Corporate Governance Report. The Vigil Mechanism/Whistle Blower Policy may be accessed on the
Company's website athttps://www.pranavaditya.com/wp-content/uploads/2019/10/psml_-_whistle_blower_policy_vigil_mechanism.pdf
Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace
In order to prevent sexual harassment of women at workplace your Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has constituted anInternal Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to look into the complaints relating to sexualharassment at workplace of any woman employee. During the year under review your Companyhas not received any complaint pertaining to sexual harassment and no complaint waspending as on 31st March 2021.
Conservation of Energy Technology Absorption & Foreign Exchange Earning &Outgo
Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required under Section 134(3)(m) of the Act read with Rules thereunder is givenas "Annexure 2" forming part of this Report.
Particulars of Employees and related disclosures
The information required pursuant to Section 197 read with Companies (Appointment andRemuneration of Managerial
Personnel) Rules 2014 is provided as "Annexure 3-(I)" and "Annexure3-(II)" to this report regarding remuneration of Directors Key ManagerialPersonnel and other related disclosures.
Significant or Material orders passed by Regulators / Courts
During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.
Material Changes and Commitments affecting the Financial Position of the Company
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year 2020-21 to which theFinancial Statements relate and the date of the Board's Report.
During the year under review your Company has complied with all the applicablesecretarial standards issued by the Institute of Company Secretaries of India. The samehas also been confirmed by Secretarial Auditors of the Company in the Secretarial
1. During the year under review cost audit was not applicable to the Company; howeverpursuant to the Order made by the
Central Government for the maintenance of cost records under Section 148(1) of the Actthe prescribed accounts and records have been made maintained.
2. There was no change in the general nature of business of the Company during FY2020-21.
3. The provisions pertaining to Corporate Social Responsibility (CSR) were notapplicable to the Company during the year under review.
4. As required in terms of Secretarial Standard (SS)-4 it is hereby confirmed thatthere is no corporate insolvency resolution process initiated under the Insolvency andBankruptcy Code 2016 and no proceeding is pending under the said code.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank Central and State Governments customerssuppliers shareholders and bankers for their consistent support and co-operation to theCompany. Your directors also place on record sincere appreciation for the contribution andcommitment by all the employees of the Company.
|For and On behalf of Board of Directors |
|S. K. Agrawal |
|DIN: 00400892 |
Date : 23rd April 2021
Place : Mumbai