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Prataap Snacks Ltd.

BSE: 540724 Sector: Agri and agri inputs
NSE: DIAMONDYD ISIN Code: INE393P01035
BSE 11:12 | 18 Jan 876.85 2.25
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841.35

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886.80

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NSE 11:04 | 18 Jan 876.20 1.35
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887.95

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OPEN 841.35
PREVIOUS CLOSE 874.60
VOLUME 809
52-Week high 953.00
52-Week low 484.65
P/E 65.83
Mkt Cap.(Rs cr) 2,057
Buy Price 875.05
Buy Qty 2.00
Sell Price 876.70
Sell Qty 1.00
OPEN 841.35
CLOSE 874.60
VOLUME 809
52-Week high 953.00
52-Week low 484.65
P/E 65.83
Mkt Cap.(Rs cr) 2,057
Buy Price 875.05
Buy Qty 2.00
Sell Price 876.70
Sell Qty 1.00

Prataap Snacks Ltd. (DIAMONDYD) - Director Report

Company director report

To the Members

Your Board of Directors (‘Board') is pleased to present the 12thBoard's Report of Prataap Snacks Limited (‘Prataap' or ‘the Company') for thefinancial year ended 31st March 2021.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

The coronavirus (COVID-19) pandemic has radically changed the prospects of the globaleconomy. This unprecedented crisis limiting physical mobility and economic activity haveeffectively stopped economies around the world and your Company's operations too wereaffected mainly during the first quarter of the year under review. Due to shutdown ofoperations in the manufacturing plants of the Company and third party contractmanufacturing units situated at different locations amidst of outbreak of COVID-19 theproduction has adversely affected which resulted in loss of revenue and eventuallyaffected the margins. Though the production operations and supply chain have resumed inthe second quarter of the year under review your Company faced challenges with respect todemand and sharp increase in palm oil price throughout the financial year ended 31stMarch 2021.

The standalone revenue from operations of the Company decreased to Rs 101037.57 lakhscompared to Rs 122599.80 lakhs in the previous year registering a decline of 17.59%primarily due to challenges with respect to demand due to COVID-19 pandemic closure ofmost of the schools and colleges and limited traffic at railway stations and highways. Netprofit after tax decreased to Rs 2086.08 lakhs from

Rs 3086.91 lakhs representing a decline of 32.42 % primarily on account of nationwidelockdown due to spread of COVID-19 during first quarter of the year under review lowerdemand of the products sharp inflation in key raw materials prices particularly palmoil price which was partly mitigated by various measures undertaken including processre-engineering and cost optimisation initiatives. The consolidated revenue from operationsof the Company decreased to Rs 117108.88 lakhs compared to Rs 139379.42 lakhs in theprevious year registering a decline of 15.98%. Net profit after tax decreased to Rs1415.59 lakhs from Rs 4691.96 lakhs representing a decline of 69.83%. The financialperformance of the Company on standalone and consolidated basis is as under:

Standalone Consolidated
Particulars 31.03.2021 31.03.2020 31.03.2021 31.03.2020
Revenue from operations 101037.57 122599.80 117108.88 139379.42
Profit before tax 1989.89 3820.91 1107.10 3367.55
Less: Current tax 393.37 737.39 408.70 906.50
Add / (Less): Deferred tax (including MAT) (489.56) 32.45 (717.19) (355.19)
Less: Re-measurement of deferred tax on account of new tax regime - (35.84) - (1875.72)
Net Profit after tax 2086.08 3086.91 1415.59 4691.96
Other Comprehensive income / (loss) 2.04 (14.92) 17.46 (16.84)
Total comprehensive income for the year 2088.12 3071.99 1433.05 4675.12
Surplus brought forward 19456.55 16667.30 21072.69 16680.30
Less: Amount utilised towards payment of dividend (including dividend distribution tax) (234.53) (282.74) (234.53) (282.74)
Surplus carried forward 21310.13 19456.55 22271.22 21072.69

Your Company has launched two products in salty snacks segment viz. plain cut chipsand foochka in test markets during the year under review. Both the plain cut chips andfoochka target both adults and children. Your Company maintained a diverse productportfolio at strategic price points and pack sizes targeted to youth and children in thesweet snacks segment.

As a part of our manufacturing strategy we have converted a third party contractmanufacturing facility of extruded snacks located in Shri Rampura Village Anekal TalukBengaluru Karnataka into our owned manufacturing facility.

Post acquisition of Avadh Snacks Private Limited (Avadh) a Gujarat based namkeenmaker your Company has integrated its operations with the Company's operations. Furtherthe Company has successfully taken Avadh products outside Gujarat through its distributionnetwork.

UTILISATION OF INTIAL PUBLIC OFFER (IPO) PROCEEDS

The disclosure in compliance with Regulation 32 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 regarding utilisation of IPO proceeds(including pre IPO proceeds) is as under:

(Rs in lakhs)
Particulars Planned utilisation Variation in the Object as mentioned in the prospectus (Approved by the shareholders at the Annual General Meeting of the Company held on 28th September 2018 by way of special resolution passed in terms of provisions of Section 13 and 27 of the Companies Act 2013 read with rules made thereunder and applicable SEBI Regulations) Revised Planned utilisation Utilised till 31st March 2021 Unutilised as on 31st March 2021
Repayment/pre-payment in full or part of certain loans availed by the Company 5098.20 - 5098.20 5098.20 -
Funding capital expenditure requirements in relation to expansion (including through setting up of a new production line and construction of building) and modernization at certain of our existing manufacturing facilities 6699.80 (3952.00) 2747.80 2747.80 -
Investment in subsidiary Pure N Sure for repayment/pre-payment of certain borrowings availed by our subsidiary 2937.00 - 2937.00 2937.00 -
Marketing and brand building activities 4000.00 - 4000.00 4000.00 -
General Corporate Purposes 5012.90 - 5012.90 5012.90 -
Strategic investment/acquisition in Avadh Snacks Private Limited - 3952.00 3952.00 3952.00 -
Total 23747.90 - 23747.90 23747.90 -

The shareholders at the Annual General Meeting of the Company held on 28thSeptember 2018 had approved the variation in the following object as stated in theProspectus:

- Funding capital expenditure requirements in relation to expansion (including throughsetting up of a new production line and construction of a building) and modernization atcertain of our existing manufacturing facilities.

As stated in the Prospectus a total amount of Rs 6699.80 lakhs was proposed to beutilised for the above object. However after variation duly approved by the shareholdersan amount of

Rs 3952.00 lakhs was utilised for strategic investment/acquisition of Avadh SnacksPrivate Limited during the year ended 31st March 2019 and the remaining amountof Rs 2747.80 lakhs has been utilised during the year under review for the abovementioned object.

DIVIDEND

After considering the Company's profitability cash flow and overall financialperformance the Board of Directors of the Company is pleased to recommend a dividend ofINR 0.50 per equity share of face value of Rs 5/- each (i.e. 10%) for the financial yearended 31st March 2021. Pursuant to Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Dividend DistributionPolicy of the Company has been disclosed on the website of the Company and the web link ofthe same is http://www.yellowdiamond.in/wp-content/uploads/2018/05/Dividend-Distribution-Policy-31st-May.pdf

RESERVES

For the financial year ended 31st March 2021 no amount has been proposedto carry to General Reserve. However Rs 2086.08 lakhs has been taken to surplus in theStatement of profit and loss.

SHARE CAPITAL

During the year under review there is no change in the authorised issued subscribedand paid-up equity share capital of the Company. As on 31st March 2021 theauthorised share capital is Rs 1600.00 lakhs and issued subscribed and paid-up equityshare capital is Rs 1172.65 lakhs.

EMPLOYEE STOCK APPRECIATION RIGHTS (ESAR) PLAN

The Company has framed Prataap Employees Stock Appreciation Rights Plan 2018("ESARP 2018") pursuant to the applicable provisions of the Companies Act 2013and the rules made thereunder and the SEBI (Share Based Employee Benefits) Regulations2014. During the year under review there was no change in the ESARP 2018. The disclosurepursuant to the provisions of Regulation 14 of the SEBI (Share Based Employee Benefits)Regulations 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16thJune 2015 and Section 62(1)(b) of the Companies Act 2013 read with Rule 12(9) of theCompanies (Share Capital And Debentures) Rules 2014 is given in Annexure-I which isannexed hereto and forms part of the Board's Report and also disclosed on the website ofthe Company and can be accessed at http://www.yellowdiamond.in/wp-content/uploads/2021/06/ Disclosure-of-ESARs-31.03.2021.pdf. TheESARP 2018 is in compliance with applicable provisions of the Companies Act 2013 and SEBI(Share Based Employee Benefits) Regulations 2014.

DEPOSITS

During the year under review your Company has not accepted any public deposits withinthe meaning of Section(s) 73 to 76 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Para B and C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report on Corporate Governance and Auditor's certificate regarding thecompliance of conditions of Corporate Governance and Business Responsibility Report formspart of Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility Committee in accordancewith Section 135 of the Companies Act 2013 the details of which have been provided inthe Corporate Governance Report forming part of the Annual Report. The Annual Report onCSR activities as required to be given under Section 135 of the Companies Act 2013 readwith Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 has beenprovided in Annexure-II which is annexed hereto and forms part of the Board's Report. TheCompany has adopted and amended its Corporate Social Responsibility Policy (CSR Policy) inline with the provisions of Section 135 of the Companies Act 2013 and rules madethereunder as applicable from time to time. The CSR Policy deals with objectives scope/ areas of CSR activities implementation and monitoring of CSR activities CSR budgetreporting disclosures etc. The same is uploaded and available on the website of theCompany at www.yellowdiamond.in.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act 2013 your Board of Directorsconfirm the following: (a) in the preparation of the annual financial statements for theyear ended 31st March 2021 the applicable accounting standards read withrequirements set out under Schedule III to the Companies Act 2013 have been followedalong with proper explanation relating to material departures if any; (b) the Directorshad selected such accounting policies and applied them consistently and made judgement andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2021 and the profit and loss of theCompany for the year ended on that date; (c) the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; (d) the annual accounts have been preparedon a going concern basis; (e) proper internal financial controls to be followed by theCompany were laid down and such internal financial controls are adequate and wereoperating effectively; and (f) the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's financial operational and compliance controls are embedded in thebusiness processes. Additionally the Risk Management Committee and the Board of Directorsassess the implementation of risk management and risk mitigation measures through theirreview of potential risks which could impact the operations. This includes an additionaloversight in the area of financial risks and controls besides inherent risks associatedwith the products dealt with by the Company. The major risks identified are systematicallyaddressed through mitigating actions on a continual basis.

The Risk Management Committee has been entrusted with the responsibility to assist theBoard in overseeing and recommending/approving the Company's enterprise risk managementframework.

In addition the policies and procedures have been designed to ensure the safeguardingof the Company's assets; the prevention and detection of frauds and errors; the accuracyand completeness of the accounting records; and the timely preparation of reliablefinancial information.

Your Company's system and process relating to internal controls and procedures forfinancial reporting provide a reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements in accordance with applicable IndianAccounting Standards the Companies Act 2013 and rules made thereunder and all otherapplicable regulatory/statutory guidelines etc.

Your Company's internal control systems are supplemented by an extensive program ofinternal audit by an independent firm of Chartered Accountants. Internal audits areconducted at regular intervals and a summary of the observations and recommendations ofsuch audit alongwith management reply are placed before the Audit Committee of the Board.

HUMAN RESOURCE

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itshuman resources capabilities by hiring the right talent who support different functionsand is taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

Your Company recognises people as its most valuable asset and has kept a sharp focus onemployee engagement. Your Company's human resource is commensurate with its size natureand operations. The Company's Industrial Relations remained cordial and harmoniousthroughout the year.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Apoorva Kumat (DIN: 02630764) Director will retireby rotation at the ensuing 12th Annual General Meeting and being eligible hasoffered himself for re-appointment as a Director of the Company. The Board recommends hisre-appointment for the consideration of the members of the Company at the ensuing 12thAnnual General Meeting of the Company.

The present first term of Mr. Chetan Kumar Mathur (DIN: 00437558) Independent Directorwill complete on 6th August 2021. Considering his knowledge expertise in thefields of finance corporate governance and other discipline related to Company'sbusiness experience of Food & Beverages industry performance evaluation and thecontribution made by him during his tenure as an Independent Director the Nomination andRemuneration Committee and the Board of Directors has recommended his re-appointment asIndependent Director of the Company for the second term of five consecutive years witheffect from 7th August 2021 to 6th August 2026 not liable toretire by rotation.

The present term of Mr. Arvind Mehta (DIN: 00215183) as Executive Director willcomplete on 22nd September 2021. Considering his knowledge rich and variedexperience of snacks industry the overall performance of the Company during his tenurethe Board of Directors based on the recommendation of Nomination and RemunerationCommittee has approved re-appointment and terms of remuneration of Mr. Arvind Mehta asExecutive Director of the Company for another term of five years with effect from 23rdSeptember 2021 to 22nd September 2026 subject to the approval of members atthe ensuing 12th Annual General Meeting of the Company.

The present term of Mr. Amit Kumat (DIN: 02663687) as Managing Director and ChiefExecutive Officer will complete on 22nd September 2021. Considering hisknowledge rich and varied experience of snacks industry the overall performance of theCompany during his tenure the Board of Directors based on the recommendation ofNomination and Remuneration Committee has approved re-appointment and terms ofremuneration of Mr. Amit Kumat as Managing Director and Chief Executive Officer of theCompany for another term of five years with effect from 23rd September 2021 to22nd September 2026 subject to the approval of members at the ensuing 12thAnnual General Meeting of the Company.

The present term of Mr. Apoorva Kumat (DIN: 02630764) as Executive Director(Operations) will complete on 1st November 2021. Considering his knowledgerich and varied experience of snacks industry the overall performance of the Companyduring his tenure the Board of Directors based on the recommendation of Nomination andRemuneration Committee has approved re-appointment and terms of remuneration of Mr.Apoorva Kumat as Executive Director (Operations) of the Company for another term of fiveyears with effect from 2nd November 2021 to 1st November 2026subject to the approval of members at the ensuing 12th Annual General Meetingof the Company.

The brief resume and other information/details of Mr. Chetan Kumar Mathur Mr. ArvindMetha Mr. Amit Kumat and Mr. Apoorva Kumat seeking re-appointment as required underRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2)are given in the Notice of the ensuing 12th Annual General Meeting which formspart of the Annual Report.

KEY MANAGERIAL PERSONNEL

Mr. Arvind Mehta Chairman and Executive Director Mr. Amit Kumat Managing Directorand Chief Executive Officer Mr. Apoorva Kumat Executive Director (Operations) Mr. SumitSharma Chief Financial

Officer and Mr. Om Prakash Pandey Company Secretary and Compliance Officer are the keymanagerial personnel of the Company. During the year under review there was no change inthe key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Mrs. Anisha Motwani (DIN: 06943493) Mr.Vineet Kumar Kapila (DIN: 00056582) Mr. Haresh Ram Chawla (DIN: 00029828) Mr. ChetanKumar Mathur (DIN: 00437558) and Mr. V.T. Bharadwaj (DIN: 02918495) have individuallygiven a declaration pursuant to Section 149(7) of the Companies Act 2013 and Regulation25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015affirming compliance to the criteria of independence as laid down under Section 149(6) ofthe Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Based on the declarations received fromIndependent Directors the Board of Directors recorded its opinion that all IndependentDirectors are independent of the management and have fulfilled the conditions as specifiedunder the governing provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the financial year ended 31st March 2021 five (5) Board meetingswere held on 17th June 2020 11th August 2020 28thSeptember 2020 05th November 2020 and 04th February 2021.

As required under Section 177(8) read with Section 134(3) of the Companies Act 2013and the rules made thereunder the composition and meetings of the Audit Committee were inline with the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 details of which alongwith composition numberof meetings of all other Board Committees held during the year under review and attendanceat the meetings are provided in the Report on Corporate Governance which forms part ofthe Annual Report. During the year under review all the recommendations of the AuditCommittee were accepted by the Board of Directors.

PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Guidance Note on Board evaluation issued bySEBI the Board of Directors of your Company carried out a formal annual evaluation of itsown performance and that of its committees and individual directors. The process wasconducted by allowing the Board to engage in candid discussions with each Director withthe underlying objective of taking best possible decisions in the interest of the Companyand its stakeholders. The Directors were individually evaluated through a structuredquestionnaire to ascertain feedback on parameters which inter alia comprised of level ofengagement their contribution to strategic planning and other criteria based onperformance and personal attributes of the Directors. During the process of evaluationthe performance of the Board was evaluated by the Board after seeking inputs from all theDirectors. The performance of the Committees was evaluated by the Board after seekinginputs from the respective Committee members on the basis of the criteria such as thecomposition of committees effectiveness of the committees structure of the committeesand meetings contribution of the committees etc. The Board evaluated the performance ofthe individual directors based on the criteria as per aforesaid Guidance Note of SEBI andevaluation criteria framed by the Nomination and Remuneration Committee. A statementregarding the form and way in which the formal annual performance evaluation has been madeby the Board of Directors is given in the Report on Corporate Governance which forms partof the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee has adopted a Nomination and Remuneration Policy which interalia deals with the criteria for identification of members of the Board of Directors andselection/appointment of the Key Managerial Personnel/Senior Management Personnel of theCompany and their remuneration. The Nomination and Remuneration Committee recommendsappointment of Directors based on their qualifications expertise positive attributes andindependence in accordance with prescribed provisions of the Companies Act 2013 and rulesmade thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Nomination and Remuneration Committee in addition to ensuring diversity alsoconsiders the impact the appointee would have on Board's balance of professionalexperience background view-points skills and areas of expertise.

The Nomination and Remuneration Policy has been amended from time to time in line withapplicable provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended. The salient features of theNomination and Remuneration Policy are stated in the Report on Corporate Governance whichforms part of the Annual Report. The Nomination and Remuneration Policy is uploaded on thewebsite of the Company and the weblink of the same ishttp://www.yellowdiamond.in/wp-content/uploads/2021/06/Nomination-and-Remuneration-Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act 2013 and Regulation22 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 the Company has established a VigilMechanism which includes formulation of the Whistle Blower Policy to bring to theCompany's attention instances of unethical behaviour actual or suspected incidents offraud instances of leak of unpublished price sensitive information that could adverselyimpact your Company's operations business performance and/or reputation. No employee hasbeen denied access to the Vigilance Officer as well as Chairman of the Audit Committee.The Policy provides that the Company investigates such incidents when reported in animpartial manner and takes appropriate action to ensure that requisite standards ofprofessional and ethical conduct are always upheld. The policy is available on the websiteof the Company at www.yellowdiamond.in.

AUDITOR

In terms of provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 S R B C & CO LLP Chartered Accountants(Registration No. 324982E/E300003) the existing Auditor of the Company will hold officeas such till the conclusion of ensuing 12th Annual General Meeting of theCompany upon completion of their aggregate term of ten (10) consecutive years.

In line with the above requirements the Board of Directors on the recommendation ofthe Audit Committee has recommended to the members of the Company the appointment of BS R & Co. LLP Chartered Accountants (Registration No. 101248W/W-100022) as Auditor ofthe Company for a term of five (5) consecutive years commencing from the conclusion ofensuing 12th Annual General Meeting till the conclusion of the 17thAnnual General Meeting of the Company. B S R & Co. LLP Chartered Accountants hasconfirmed that their appointment if made would be within the limits specified underSection 141 of the Companies Act 2013. They have further confirmed that they are notdisqualified to be appointed as Auditor in terms of the provisions of Section 139 andSection 141 of the Companies Act 2013 and rules made thereunder.

The Board placed on record its appreciation for the contribution of S R B C & COLLP Chartered Accountants as Auditor of the Company.

The Board commend to seek approval of the members of the Company for appointment of B SR & Co. LLP Chartered Accountants as Auditor of the Company.

AUDITOR'S REPORT

The Auditor's Report on the financial statements of the Company forms part of theAnnual Report. There is no qualification reservation or adverse remark in the Auditor'sReport which calls for any further comment or explanation. Further during the year underreview the Auditor have not reported any matter under

Section 143(12) of the Companies Act 2013 therefore no details is required to bedisclosed pursuant to Section 134(3)(ca) of the Companies Act 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s Ritesh Gupta &Co. Company Secretaries in practice were appointed to undertake the Secretarial Audit ofthe Company for the financial year ended 31st March 2021. The Report of theSecretarial Auditor for the financial year ended 31st March 2021 is given inAnnexure-III which is annexed hereto and forms part of the Board's Report. Noqualification observation or adverse remark have been made by Secretarial Auditor in theSecretarial Audit Report which calls for any comment or explanation.

INTERNAL AUDITOR

M/s. Grant Thornton India LLP Chartered Accountants is the Internal Auditor of theCompany.

COST AUDITOR

The provisions of Section 148 of the Companies Act 2013 and the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company. Hence the maintenanceof the cost records as specified by the Central Government under Section 148(1) of theCompanies Act 2013 is not required and accordingly such accounts and records are notmade and maintained. The Company has not appointed any Cost Auditor during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review your Company has complied with Secretarial Standard onMeetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings(SS-2) issued by the Institute of Company Secretaries of India.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into by the Company during thefinancial year under review were on an arm's length basis and in the ordinary course ofbusiness. Further during the year under review no material related party transactionswere entered into by the Company with the related parties. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is not applicable. All relatedparty transactions are placed before the meetings of Audit Committee for its approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis for afinancial year for the transactions which are of foreseen and repetitive in nature. Thestatement giving details of all related party transactions entered into pursuant to theomnibus approval are placed before the Audit Committee for review and updation onquarterly basis. Details of related party transactions are provided in the financialstatements and hence not repeated herein for the sake of brevity.

The Company has formulated a Policy for Related Party Transactions which is availableon the website of the Company and can be accessed through web link http://www.yellowdiamond.in/wp-content/uploads/2018/01/Policy-on-materiality-of-related-party-transactions-and-on-dealing-with-related-party-transactions.pdf

SUBSIDIARY ASSOCIATE AND JOINT VENTURE

As on 31st March 2021 your Company has two subsidiaries viz. Avadh SnacksPrivate Limited (Avadh) and Red Rotopack Private Limited (Red Rotopack). Your Company doesnot have any associate or joint venture. Avadh is engaged in the manufacturing and sellingof branded packaged snacks under brand name "Avadh". Avadh has a welldiversified and strong product portfolio of namkeens like bhujia chevda fafda gathiyaetc. and extruded pellets like wheels cups pasta etc. with strong presence in the stateof Gujarat and expanding to Maharashtra Rajasthan and Uttar Pradesh. Red Rotopack hasbeen incorporated for a backward integration to manufacture and supply packaging materialfor Avadh's products.

During the year under review your Company has further acquired 78735 (10.48%) equityshares of Avadh for an aggregate value of Rs 3300.01 lakhs. Post acquisition yourCompany holds 90.48% of equity share capital of Avadh.

The overall revenue of Avadh for the year ended 31st March 2021 hasdeclined primarily due to spread of COVID-19 pandemic and nationwide lockdown in firstquarter of the year under review. However towards the end of the year under review thebusiness recovered and Avadh delivered a substantial growth in last quarter. During theyear under review there was no production of laminates the packaging material whichmanufactured by Red Rotopack and used by Avadh for its products as the same is availableat competitive rates in the market.

A statement containing the salient features of the financial statements of subsidiariesas prescribed under the first proviso to sub-section (3) of Section 129 of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 is attached with thefinancial statements. The particulars of the financial performance of the aforesaidsubsidiaries are provided as part of the consolidated financial statements and hence notrepeated herein for the sake of brevity.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable provisions of the Companies Act 2013 and rules madethereunder read with Indian Accounting Standards specified under the Companies (IndianAccounting Standards) Rules 2015 the consolidated financial statements of the Company asat and for the year ended 31st March 2021 forms part of the Annual Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments pursuant to Section 186 of theCompanies Act 2013 have been disclosed in the financial statements read together withnotes annexed and forms an integral part of the financial statements and hence notrepeated herein for the sake of brevity.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thestatement of disclosure of remuneration and such other details as prescribed therein isgiven in Annexure-IV which is annexed hereto and forms part of the Board's Report.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees pursuant to Section 197 of the Companies Act2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure-IV which is annexed hereto andforms part of the Board's Report.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act 2013 the AnnualReturn of the Company for the financial year ended 31st March 2021 has beenuploaded on the website_of the Company and the web link of the same ishttp://www.yellowdiamond.in/wp-content/uploads/2021/07/ Form_MGT-7-PSL-2020-21.pdf

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the information on conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure-V which isannexed hereto and forms part of the Board's Report.

NTERNAL I COMPLAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has constituted an Internal Complaints Committee pursuant to theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules made thereunder. During the year under review there wereno cases filed or reported pursuant to the provisions of the said Act.

GENERAL

During the year under review there were no transactions or events with respect to thefollowing hence no disclosure or reporting is required:

1. Material changes and/or commitments that could affect the Company's financialposition which have occurred between the end of the financial year of the Company and thedate of this Report.

2. Significant or material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company's operations in future.

3. Receipt of any remuneration or commission from any of its subsidiary companies bythe Managing Director or the Whole-time Directors of the Company.

4. Buy back of securities/issue of sweat equity shares/issue of equity shares withdifferential rights.

5. Matters reported by the Auditor under Section 143(12) of the Companies Act 2013either to the Audit Committee Board of Directors or the Central Government.

6. Revision of the previous year's financial statements.

7. Change in the nature of business of the Company.

8. Application made or any proceeding pending under the Insolvency and Bankruptcy Code2016.

9. One-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for continuedco-operation received from the banks financial institutions government customersvendors shareholders and other stakeholders during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation to all the employees of theCompany for their unstinted dedication commitment and continued contribution in theperformance of the Company during this pandemic time. Your Directors look forward to theircontinued support in future.

Yours faithfully
For and on behalf of the Board of Directors of
Prataap Snacks Limited
Arvind Mehta Amit Kumat
Chairman and Managing Director and
Executive Director Chief Executive Officer
DIN: 00215183 DIN: 02663687
Place: Indore
Date: 28th May 2021

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