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Prataap Snacks Ltd.

BSE: 540724 Sector: Agri and agri inputs
NSE: DIAMONDYD ISIN Code: INE393P01035
BSE 00:00 | 25 Jan 654.75 -11.65
(-1.75%)
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679.60

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690.00

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NSE 00:00 | 25 Jan 655.05 -11.25
(-1.69%)
OPEN

669.60

HIGH

684.00

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648.05

OPEN 679.60
PREVIOUS CLOSE 666.40
VOLUME 1225
52-Week high 844.00
52-Week low 435.10
P/E 108.58
Mkt Cap.(Rs cr) 1,536
Buy Price 650.00
Buy Qty 98.00
Sell Price 654.00
Sell Qty 4.00
OPEN 679.60
CLOSE 666.40
VOLUME 1225
52-Week high 844.00
52-Week low 435.10
P/E 108.58
Mkt Cap.(Rs cr) 1,536
Buy Price 650.00
Buy Qty 98.00
Sell Price 654.00
Sell Qty 4.00

Prataap Snacks Ltd. (DIAMONDYD) - Director Report

Company director report

To the Members

Your Board of Directors ("Board") is pleased to present the 10thBoard's Report of Prataap Snacks Limited (Rs. Prataap" or "the Company")for the financial year ended 31st March 2019.

FINANCIAL HIGHLIGHTS & STATE OF Company's AFFAIRS

The Company maintains the positive growth during the year under review. The standaloneincome from operations of the Company increased to Rs. 106891.66 lakhs compared to Rs.101159.44 lakhs in the previous year registering a growth of 5.67%. Net profit aftertax decreased to Rs. 4646.49 lakhs from Rs. 4878.25 lakhs representing a decline of4.75% primary on account of inflamation in key raw material prices which was partlymitigated by measures to reduce costs rationalise trade margin and channel discount. Theconsolidated income from operations of the Company increased to Rs. 117060.96 lakhscompared to Rs. 101840.27 lakhs in the previous year registering a growth of 14.95%.Net profit after tax increased to Rs. 4464.13 lakhs from Rs. 4417.73 lakhs representinga growth of 1.05%. The financial performance of the Company on standalone and consolidatedbasis is as under:

(Rs. in lakhs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 106891.66 101159.44 117060.96 101840.27
Profit Before Tax 5953.16 6779.50 5565.97 6166.06
Less: Current Tax 1321.96 1526.82 1414.18 1529.89
Less: Deferred Tax (15.29) 374.43 (312.34) 218.44
Net Profit after tax 4646.49 4878.25 4464.13 4417.73
Other Comprehensive Income 9.51 5.75 12.43 6.78
Surplus brought forward 13583.28 8699.28 12486.48 8061.97
Less: Amount utilised towards payment of dividend (including dividend distribution tax) (282.74) - (282.74) -
Surplus carried forward 17956.54 13583.28 16680.30 12486.48

Your Company deliver value products that are either priced lower or offer more perpack. Your Company have been able to build a strong business being ahead of the curve increating the right taste in innovation and giving value to the customer. During the yearunder review the Company maintained the positive growth trend with improved distributionreach and new product launches.

During the under review year your Company has successful launched into sweet snackssegment and acquired Avadh Snacks Private Limited a Gujarat based namkeen maker. Avadhhas a strong presence in Gujarat and is now also expanding to adjacent markets. This hasbeen a maiden acquisition in the Company's history. We plan to take the portfolio of Avadhoutside Gujarat by leveraging our distribution network and manufacturing capacity. TheCompany's product portfolios are complementary which will aid growth. And also theacquisition finally provides us with an entry into the lucrative Gujarat market which iscurrently dominated by regional players.

Our foray into Sweet Snacks segment has delivered positive results and the Avadhportfolio delivered healthy performance but the growth of our organic Yellow Diamondportfolio was muted as we faced certain challenges relating to one of the products andcapacity constraints. Compression in the EBITDA margin was partly mitigated by measures toreduce costs rationalise trade margins and channel discount. Profit of the year ismarginally higher despite lower EBITDA and increased depreciation.

Your Company believe that the culture of good governance stems from the top. Over theyears we have cultivated a competent leadership team with deep domain expertise who areguided by an active capable diligent and accomplished Board which sets the tone forgood corporate governance.

We have been capturing new segments and categories every year. Starting with chips weentered extruded snacks and namkeen and we are now entering sweet snacks. We are convincedthat the sweet snack category has a large potential which is currently not catered too. Wealso expect to garner a higher market share as more and more consumers shift from theunorganised to organised segment of the packaged snacks category in India. This coupledwith our new launches and distribution expansion we have enough drivers to back ourgrowth momentum.

Moving ahead we remain focused on delivering deep value to our consumers throughintroduction of latest snacks at a variety of pack sizes with attractive prices. We willcontinue to build on our presence in the existing markets and also grow our presence inuntapped states and sub-markets across the country. We also aim to take advantage of themacro-economic factors and trends in the Indian snacks market in the proposed newgeographies.

UTILISATION OF INTIAL PUBLIC OFFER (IPO) PROCEEDS

The disclosure in compliance with the Regulation 32 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 regarding utilization 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 September 28 2018 by way of Special Resolution 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 upto 31st March 2019 Unutilised as on 31st March 2019
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 2747.80 954.50 1793.30
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 1868.71 2131.29
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 19823.31 3924.59

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 (includingthrough setting up of a new production line and construction of a building) andmodernization at certain of our existing manufacturing facilities.

As stated in the Prospectus a total amount of Rs. 6699.80 lakhs was proposed to beutilized for the above object. However after variation duly approved by the shareholdersan amount of Rs. 2747.80 lakhs is being utilized for the above mentioned object and theremaining amount of Rs. 3952.00 lakhs has been utilized for strategicinvestment/acquisition of Avadh Snacks Private Limited during the year under review.

DIVIDEND

After considering the Company's profitability free cash flow and overall financialperformance the Board of Directors of the Company is pleased to recommend a Dividend ofRs. 1/- per equity share of face value of Rs. 5/- each (i.e. 20%) for the financial yearended 31st March 2019. The Dividend Distribution Policy of the Company isuploaded on the Company's website viz. www.yellowdiamond.in.

RESERVES

For the financial year ended 31st March 2019 no amount has been proposedto carry to General Reserve. However Rs. 4373.26 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 authorized issued subscribedand paid-up equity share capital of the Company. The authorized share capital and issuedsubscribed & paid-up equity share capital of the Company as on 31st March2019 is Rs. 1500.00 lakhs and Rs. 1172.65 lakhs respectively.

DEPOSITS

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

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report on Corporate Governance and AuditorsRs. Certificate regarding complianceof conditions of Corporate Governance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility Committee in accordancewith Section 135(1) 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-I which is annexed hereto and forms a part of the Board's Report. TheCorporate Social Responsibility Policy of the Company is available on the website of theCompany i.e. www.yellowdiamond.in. During the year under review there was nochange in the Policy.

DIRECTORSRs. RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act 2013 your Board of Directorsconfirm the following:

(a) i n the preparation of the annual financial statements for the year ended 31stMarch 2019 the applicable accounting standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed along with proper explanationrelating to material departures if any;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgement and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and theprofit and loss of the Company for the year ended on that date;

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

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls to be followed by the Company were laid down andsuch internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's system of financial and compliance controls with reference to thefinancial statements and risk management is embedded in the business process by which yourCompany pursues its objectives. Additionally the Risk Management Committee and the Boardof Directors assess the implementation of risk management and risk mitigation measuresthrough their review of potential risks which could negatively impact the operationsincluding additional oversight in the area of financial risks and controls besidesinherent risks associated with the products dealt with by the Company. The major risksidentified are systematically approached through mitigating actions on 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 with an intent to ensuresafeguarding of Company's assets the prevention and detection of frauds and errors theaccuracy in 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 have been designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements inaccordance with applicable Indian Accounting Standards the Companies Act 2013 and rulesframed thereunder and all other applicable 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 audits are placed before the Board Meeting.

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 itscapabilities in getting the right talent to support different functions and is takingeffective steps to retain the talent. It has built an open transparent and meritocraticculture to nurture this asset.

Your Company recognizes people as its most valuable asset and your Company has kept asharp focus on Employee Engagement. Your Company's Human Resource is commensurate with thesize nature and operations of your Company. The Company's Industrial Relations remainedcordial and harmonious throughout the year.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. G. V. Ravishankar (DIN: 02604007) Director willretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself 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 AnnualGeneral Meeting. The brief resume and other information/details of Mr. G. V. Ravishankarseeking re-appointment as required under Regulation 36(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Clause 1.2.5 of theSecretarial Standard on General Meetings (SS-2) will be given in the Notice of the ensuingAnnual General Meeting which will be sent to the shareholders along with Annual Report.

Mr. Apoorva Kumat (DIN: 02630764) has been appointed as an Additional Director of theCompany with effect from 2nd November 2018 pursuant to Sections 149 and 161 ofthe Companies Act 2013 read with the rules framed thereunder and Article 58.1 of theArticles of Association of the Company and holds the office upto the date of the ensuingAnnual General Meeting. Further pursuant to the provisions of Sections 2(94) 196 197and 198 and other applicable provisions if any of the Companies Act 2013 (the Act) andthe rules made thereunder read with Schedule V to the Act he has also been appointed asWhole-time Director designated as Executive Director (Operations) of the Company witheffect from 2nd November 2018 subject to the approval of the members of theCompany. Mr. Apoorva Kumat is not disqualified from being appointed as a Director in termsof Section 164 of the Companies Act 2013. The Nomination & Remuneration Committee atits Meeting held on 21st May 2019 has recommended the appointment of Mr.Apoorva Kumat as Director liable to retire by rotation. The Board recommends theappointment of Mr. Apoorva Kumat as Director liable to retire by rotation and Whole-timeDirector designated as Executive Director (Operations) for the consideration and approvalof the members of the Company.

Mr. V T Bharadwaj (DIN: 02918495) has been appointed as an Additional Director(Non-Executive) of the Company with effect from 2nd November 2018 pursuant toSections 149 and

161 of the Companies Act 2013 read with the rules framed thereunder and Article 58.1of the Articles of Association of the Company and holds the office upto the date of theensuing Annual General Meeting. Mr. V.T. Bharadwaj is not disqualified from beingappointed as a Director in terms of Section 164 of the Companies Act 2013. The Nomination& Remuneration Committee at its Meeting held on 21st May 2019 hasrecommended the appointment of Mr V.T. Bharadwaj as Director of the Company. Further asMr. V.T. Bharadwaj meets the criteria of independence as provided under Section 149(6) ofthe Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board on the recommendation of theNomination & Remuneration Committee at its meeting held on 21st May 2019has considered and recommended the appointment of Mr. V T Bharadwaj as an IndependentDirector of the Company for a period of five (5) consecutive years with effect from 1stJuly 2019 to 30th June 2024 for the consideration and approval of themembers of the Company.

KEY MANAGERIAL PERSONNEL

The Board upon the recommendation of the Nomination & Remuneration Committee atits Meeting held on 2nd November 2018 has appointed Mr. Om Prakash Pandey(FCS: 7555) as the Company Secretary & Compliance Officer of the Company with effectfrom 2nd November 2018.

Mr. Rishabh Kumar Jain who was appointed as Company Secretary & Compliance Officerof the Company has resigned from the services of the Company with effect from 2ndNovember 2018.

Mr. Amit Kumat Managing Director & Chief Executive Officer Mr. Apoorva KumatExecutive Director (Operations) Mr. Sumit Sharma Chief Financial Officer and Mr. OmPrakash Pandey Company Secretary & Compliance Officer are the key managerialpersonnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Dr. Om Prakash Manchanda Mrs. AnishaMotwani Mr. Haresh Ram Chawla Mr. Vineet Kumar Kapila and Mr. Chetan Kumar Mathur haveindividually given a declaration pursuant to Section 149(7) of the Companies Act 2013 andRegulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 affirming compliance to the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Based on the declaration(s) ofIndependent 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 2019 six (6) Board Meetingswere held on 16th May 2018 07th August 2018 22ndAugust 2018 01st October 2018 02nd November 2018 and 05thFebruary 2019.

As required under Section 177(8) read with Section 134(3) of the Companies Act 2013and the rules framed thereunder the composition and meetings of the Audit Committee werein line 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 forming a part of theAnnual Report. During the year under review all the recommendations of the AuditCommittee were accepted by the Board of Directors.

PERFORMANCE EVALUATION OF BOARD COMMITTEES & 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 the formal annual evaluation ofits own 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 based through structuredquestionnaire to ascertain feedback on parameters which interalia comprised of level ofengagement and their contribution to strategic planning and other criteria based onperformance and personal attributes of the Directors. During the process of evaluationthe Board of Directors also considered the criteria for evaluation of performance ofIndependent Directors and the Board of Directors formulated by the Nomination andRemuneration Committee and as envisaged in the Guidance Note on Board evaluation issued bySEBI. A statement indicating the manner in which formal annual evaluation has been made bythe Board of Directors is given in the Report on Corporate Governance which forms a 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 interaliadeals 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 rulesframed thereunder and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Nomination and Remuneration Committee in addition to ensuringdiversity of race and gender also considers the impact the appointee would have onBoard's balance of professional experience background view-points skills and areas ofexpertise. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms a part of the Annual Report. The Nomination andRemuneration Policy is uploaded on the website of the Company and the weblink of the sameis http://www.yellowdiamond.in/ wp-content/uploads/2018/08/Nomination-and-Remuneration-Policy.pdf. During the year under review there was no change in the Policy.

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 theCompany has established a Vigil Mechanism which includes formulation of the Whistle BlowerPolicy for its directors and employees to bring to the Company's attention instances ofunethical behaviour actual or suspected incidents of fraud that could adversely impactyour Company's operations business performance and / or reputation. No employee has beendenied access to the Vigilance Officer as well as Chairman of the Audit Committee. ThePolicy 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 viz www.yellowdiamond.in.

AUDITORS

M/s S R B C & CO LLP Chartered Accountants (Firm Registration No.324982E/E300003)were appointed as Statutory Auditors of the Company to hold office until the conclusion ofthe ensuing 10th Annual General Meeting of the Company. Since M/s S R B C &CO LLP Chartered Accountants have been functioning as

Statutory Auditors of the Company since last eight consecutive years the Board ofDirectors has unanimously agreed to the recommendation of the Audit Committee andrecommends re-appointment of M/s S R B C & CO LLP as Auditors of the Company foranother term of two consecutive years from the conclusion of the ensuing 10thAnnual General Meeting till the conclusion of the 12th Annual General Meetingof the Company in accordance with the provisions of Section 139 read together with otherprovisions of Chapter X of the Companies Act 2013 and the Companies (Audit and Auditors)Rules 2014. A consent cum certificate has been received from them to the effect thattheir re-appointment as Auditors if made would be in accordance to the provisions ofSection 139 and 141 of the Companies Act 2013 and rules framed thereunder.

AUDITORSRs. REPORT

The AuditorsRs. Report on the financial statements of the Company form a part of theAnnual Report. There is no qualification reservation adverse remark or disclaimer in theAuditorsRs. Report which calls for any further comments or explanations. Further duringthe year under review the Auditors have not reported any matter under Section 143(12) ofthe Companies Act 2013 therefore no details is required to be disclosed pursuant toSection 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 year ended 31st March 2019. The Report of the SecretarialAuditor for the year ended 31st March 2019 is given in Annexure-II which isannexed hereto and forms a part of the Board's Report. No qualification or observation orother remarks have been made by Secretarial Auditor in the Secretarial Audit Report whichcalls for any comments or explanations.

INTERNAL AUDITORS

M/s. Grant Thornton India LLP Chartered Accountants are the Internal Auditors 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) Secretarial Standard on General Meetings (SS-2)and Secretarial Standard on Dividend (SS-3) issued by the Institute of Company Secretariesof India.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

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. The detailsof related party transactions are provided in the standalone financial statements andhence not repeated herein for the sake of brevity.

The Company has formulated the Related Party Transactions Policy which is available onthe website of the Company and can be accessed through web linkhttp://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

During the year under review your Company has acquired 499688 (76.88%) equity sharesof Avadh Snacks Private Limited ("Avadh") a Gujarat based company. By acquiring499688 (76.88%) equity shares of Avadh Snacks Private Limited your Company has alsoindirectly acquired control over Red Rotopack Private Limited ("Red Rotopack")a wholly owned subsidiary of Avadh. With this acquisition Avadh Snacks Private Limitedand Red Rotopack Private Limited have become an unlisted material subsidiary andsubsidiary respectively during the year under review.

Subsequent to the above acquisition the Company has also subscribed and purchased101563 equity shares of Avadh in its Rights Issue.

Avadh is engaged in the manufacturing and selling of branded packaged snacks underbrand name "Avadh". Avadh has a well- diversified and strong product portfoliofor namkeens like bhujia chevda fafda gathiya etc. and extruded pellets like wheelscups pasta etc. with strong presence in the state of Gujarat and expanding toMaharashtra and Rajasthan. Red Rotopack has been incorporated for a backward integrationto manufacture and supply packaging material for Avadh's products.

Accordingly as on 31st March 2019 your Company has three subsidiaries.viz. Pure N Sure Food Bites Private Limited Avadh Snacks Private Limited and Red RotopackPrivate Limited. The Company does not have any associate or joint venture. Both Pure NSure Food Bites Private Limited and Avadh Snacks Private Limited have achieved sustainedgrowth in business with improved financial performance during the year under review. Afteracquisition the Company has brought a synergy in sourcing the packaging materialmanufactured and supply by Red Rotopack and used by Avadh for its products and thereforethe production of the packaging material is reduced in Red Rotopack.

During the year under review the Board of your Company has approved the Scheme ofAmalgamation of Pure N Sure Food Bites Private Limited (wholly-owned subsidiary) with theCompany. The Company has filed the necessary application to the National Company LawTribunal Ahmedabad Bench. The amalgamation is under process.

A statement containing the salient features of the financial statements of subsidiarycompanies as prescribed under the first proviso to sub-section (3) of Section 129 of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 is attachedwith financial statements. The particulars of performance of financial position of theaforesaid subsidiaries is provided as part of the consolidated financial statements andhence not repeated 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 Companyas of and for the year ended 31st March 2019 forms a part of the AnnualReport.

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 forming 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-III which is annexed hereto and forms a 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-III which is attached hereto andforms a part of the Board's Report.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as per Section 92(3) of the Companies Act 2013 is given inAnnexure-IV which is annexed hereto and forms a part of the Board's Report. The same isuploaded on the website of the Company www.yellowdiamond.in.

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 isattached hereto and forms a part of the Board's Report.

INTERNAL 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

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions or events on these items during the yearunder review:

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. During the year under review the Company has not bought back any of its securities/not issued any sweat equity shares/ not provided any Stock Option Scheme to its employees/ not issued any equity shares with differential rights.

5. There have been no instances of fraud reported by the Auditors under Section 143(12)of the Companies Act 2013 either to the Audit Committee the Board of Directors or to theCentral Government.

6. There was no revision of the previous year's financial statements during thefinancial year under review.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for continuedco-operation received from the banks government authorities customers vendors andshareholders during the year under review.Your Directors also wish to place on recordtheir deep sense of appreciation to all the employees of the Company for their unstintedcommitment and continued contribution in the performance of the Company.

Yours faithfully

For and on behalf of the Board of Directors of Prataap Snacks Limited

Amit Kumat Apoorva Kumat
Managing Director and Executive Director
Chief Executive Officer (Operations)
DIN: 02663687 DIN: 02630764
Place: Indore
Date: 21st May 2019

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