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Prataap Snacks Ltd.

BSE: 540724 Sector: Agri and agri inputs
NSE: DIAMONDYD ISIN Code: INE393P01035
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VOLUME 11
52-Week high 1187.00
52-Week low 700.00
P/E 41.01
Mkt Cap.(Rs cr) 1,834
Buy Price 770.00
Buy Qty 5.00
Sell Price 800.00
Sell Qty 3.00
OPEN 778.10
CLOSE 786.00
VOLUME 11
52-Week high 1187.00
52-Week low 700.00
P/E 41.01
Mkt Cap.(Rs cr) 1,834
Buy Price 770.00
Buy Qty 5.00
Sell Price 800.00
Sell Qty 3.00

Prataap Snacks Ltd. (DIAMONDYD) - Director Report

Company director report

To the Members

Your Board of Directors ("Board") is pleased to present the9th Board Report of Prataap Snacks Limited ("Prataap" or "the Company"or "your Company") for the financial year ended March 31 2018 ("the yearunder review" or "the year" or "FY18").

In compliance with the applicable provisions of Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for time being inforce) ("the Act") and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("the SEBIRegulations") this report covers the financial results and other developments duringthe financial year April 01 2017 to March 31 2018 and upto the date of the Board meetingheld on August 7 2018 to approve this report in respect of Prataap and PrataapConsolidated comprising Prataap its subsidiary and trust. The consolidated entity hasbeen referred to as "Prataap Group" or "Your Group" or "theGroup" in this report.

FINANCIAL HIGHLIGHTS

The Company reports a successful performance during the year. Theconsolidated income from operations of the Company increased to ` 103772.69 Lakhscompared to ` 89811.30 Lakhs in the previous year registering a growth of 15.55%. Netprofit after tax increased to ` 4417.73 Lakhs from ` 2057.72 Lakhs representing a growthof 114.69%. The standalone income from operations of the Company increased to ` 103091.86Lakhs compared to ` 89811.30 Lakhs in the previous year registering a growth of 14.79%.Net profit after tax increased to ` 4878.25 Lakhs from ` 2175.73 Lakhs representing agrowth of 124.21%. The financial performance of the Company for the year is given in thetable below:

(Rs in lakhs)

Particular

Consolidated

Standalone

2017-18

2016-17

2017-18

2016-17

Revenue from Operations

103772.69

89811.30

103091.86

89811.30

Profit Before Tax

6166.06

1485.81

6779.50

1627.60

Less: Provision for Tax

1529.89

341.96

1526.82

341.96

Less: Deferred Tax

218.44

(913.87)

374.43

(890.09)

Net Profit after tax

4417.73

2057.72

4878.25

2175.73

Other Comprehensive Income

6.78

(24.50)

5.75

(24.50)

Surplus brought forward

8061.97

6028.75

8699.28

6548.05

Surplus carried forward

12486.48

8061.97

13583.28

8699.28

There has been no change in the nature of business of the Company.

INITIAL PUBLIC OFFERING

The directors are pleased to inform that the Initial Public Offer("the IPO") of 5137966 Equity Shares of face value of ` 5/- (Rupee Five Only)consisting of Fresh issue of 2132196 Equity shares and Offer for sale of 3005770Equity shares by way of book building process received an overwhelming response from theinvestors. The Issue was opened on September 22 2017 and closed on September 26 2017.Theissue was oversubscribed by 47.39 times with QIB portion getting oversubscribed by 76.89times non-institutional portion by 101.15 times the retail portion by 8.48 times and theemployee portion by 1.50 times.

The Equity Shares offered through the IPO was at an Issue price of

` 938 per Equity Share with an Employee Discount of ` 90/- per EquityShare to the Eligible Employees Bidding in the Employee Reservation Portion.

The trading of equity shares of the Company commenced on National StockExchange of India Limited (NSE) and BSE Limited (BSE) on October 5 2017.

UTILISATION OF IPO PROCEEDS

The proceeds of the funds raised through IPO by the Company are beingutilized as per the Objects of the Issue. The disclosure compliance with the Regulation 32of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter refer to as "the Listing Regulations") is as under:

Amount in Rs lakhs

Particulars

Planned utilization

Utilised upto March 31 2018

Unutilised as at March 31 2018

Deviation (if any)

1. Repayment/pre-payment of borrowings

5098.20

3700.00

1398.20

Nil

2. Funding capital expenditure requirements

6699.80

-

6699.80

Nil

3. Investment in subsidiary for repayment/pre- payment of borrowing

2937.00

2937.00

-

Nil

4. Marketing and brand building activities

4000.00

-

4000.00

Nil

5. General corporate purposes

5025.10

3200.00

1825.10

Nil

Total

23760.10

9837.00

13923.10

There has been no deviation in the utilization of the IPO proceeds bythe Company. The unutilized IPO proceeds as on March 31 2018 were invested in depositswith scheduled commercial banks.

DIVIDEND

Your directors are pleased to recommend a dividend at the rate of 20%i.e. ` 1 (One) per equity share of face value of ` 5 (Five).

Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 top five hundred listed entities based onmarket capitalization are required to formulate a Dividend Distribution Policy. The Boardhas approved and adopted the Dividend Distribution Policy given in "AnnexureI" the policy is also available on the Company's Website viz.www.yellowdiamond.in.

RESERVES

For the financial year ended March 31 2018 the Company do not proposeto carry any amount to General Reserve Account however ` 4878.45 Lakhs has been taken tosurplus in the statement of profit and loss.

CHANGES IN SHARE CAPITAL

a) Authorised share Capital

During the year the authorised share capital was change from50000000 Equity share of `1/- each and 15504 0.001%

Compulsorily Convertible Preference Shares ("CCPS") of `100to 30000000 Equity shares of ` 5/- each.

b) Paid up share Capital Conversion of CCPS to Equity

During the year 15504 0.001% CCPS of ` 100 were converted into6930240 Equity Shares of ` 1/- each.

Consolidation

The entire paid up capital was consolidated into 5196960 EquityShares of ` 5/- each from 25984800 Equity shares of ` 1/- each.

Bonus share

During the year under review your Company issued Bonus shares of15590880 equity shares of ` 5/- to existing shareholders in the ratio of 3 new equityshares of ` 5/- to holder of 1 equity share of ` 5/-.

Private Placement

During the year Company has issued 533000 equity shares of ` 5/- eachon private placement basis to shareholders other than existing shareholders.

Initial Public Offer

During the year Company has issued 2132196 equity shares of ` 5/-each in IPO as a fresh issue.

INFORMATION AND DETAILS OF SUBSIDIARY COMPANY:

INFORMATION:

Name Status of wholly owned Subsidiary Date of becoming wholly owned Subsidiary

Date of ceasing as Subsidiary wholly owned

1. Pure N Sure Food Bites Private Limited Indian Company January 8 2015

NA

DETAILS:

Pursuant to sub-section (3) of section 129 of the Act the statementcontaining the salient feature of the financial statement of a wholly owned subsidiaryCompany is given as

"Annexure II".

Further the Annual Accounts and related documents of the subsidiarycompany shall be kept open for inspection at the Registered & Corporate Office of theCompany. The Company will also make available copy thereof upon specific request by anyMember of the Company interested in obtaining the same. Further pursuant to IndianAccounting Standard 110 issued by the Institute of Chartered Accountants of IndiaConsolidated Financial Statements presented by the Company in this Annual Report includethe financial information of its subsidiary.

Further all the necessary details of wholly owned subsidiary areattached herewith in form AOC 1 in "Annexure II".

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of the loans guarantees and investments covered under theSection 186 of the Act are given in the notes to the standalone financial statement ofthe Company.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act 2013 allcontracts and arrangements with related parties under Section 188(1) of the Act enteredby the Company during the financial year were in the ordinary course of business and onan arm's length basis.

During the year the Company had not entered into any contract orarrangement with related parties which could be considered ‘material' (i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality of Related Party Transactions. Accordingly there are no transactions that arerequired to be reported in form AOC-2.

However you may refer to Related Party transactions in Note No.40 ofthe Standalone Financial Statements.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

APPOINTMENTS

The constitution of the Board of Directors is in accordance withSection 149 of the Companies Act and Listing Regulations. Further during the year thecompany has not appointed any new director.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Arvind Mehta (DIN: 00215183) is liable to retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible has offered himself for re-appointment.Necessary resolution for his re-appointment is included in the Notice of AGM for seekingapproval of Members. The Directors recommended his re-appointment for your approval.

A brief resume and particulars relating to him is given separately asan annexure to the AGM Notice.

KEY MANAGERIAL PERSONNEL

There were no changes in the Key Managerial Personnel during the year.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independentdirector under Section 149 of the Companies Act 2013 and pursuant to Regulation 25 of theListing Regulations. that he/she meets the criteria of independence under aforesaid actand regulation.

FAMILIARIZATION PROGRAMME

The Company has conducted familiarization programme for the IndependentDirectors of the Company covering the matters as specified in Regulation 25(7) of theListing Regulations. The Company has conducted the programme to familiarize them withtheir roles rights and responsibility as Directors working of your Company nature ofthe industry in which your Company operates business model etc. The details of thefamiliarization programme are available on the website of the Company atwww.yellowdiamond.in

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

BOARD MEETINGS

The Board of Directors met seven times during the financial year underreview. The details of the Board meetings and the attendance of Directors details areprovided in the Corporate Governance Report forming part of the Annual Report.

AUDIT COMMITTEE

The composition of the Audit Committee is in conformity with theprovisions of the Section 177 of the Companies Act 2013 and pursuant to Regulation 18 ofthe Listing Regulations. The Audit Committee comprises of:

Name of members Category Position
Mr. Vineet Kumar Kapila Independent Director Chairman
Mr. G.V. Ravishankar Non-Executive / Non- Independent Director Member
Mrs. Anisha Motwani Independent Director Member

The Members of the Audit Committee are financially literate and haverequisite accounting and financial management expertise. The terms of reference of theAudit Committee and the particulars of meetings held and attendance details are mentionedin the Corporate Governance Report forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is inconformity with the provisions of the Section 178 of the Companies Act 2013 and pursuantto Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee comprises:

Name of members Category Position
Dr. Om Prakash Manchanda Independent Director Chairman
Mr. Vineet Kumar Kapila Independent Director Member
Mr. V.T. Bharadwaj Non-Executive / Non- Independent Director Member

The terms of reference of the Nomination and Remuneration Committee andthe particulars of meetings held and attendance detials are mentioned in the CorporateGovernance Report forming part of the Annual Report.

The Company has Nomination and Remuneration Policy which provides thecriteria for determining qualifications positive attributes independence of a Directorand policy relating to remuneration for Directors Key Managerial Personnel and otheremployees in accordance with the provisions of Section 178 of the Companies Act 2013.There is no change done in the policy during the financial year under review. Further thepolicy is available on the Company's Website viz. www.yellowdiamond.in

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises of:

Name of members Category Position
Mr. Haresh Ram Chawla Independent Director Chairman
Mr. Vineet Kumar Kapila Independent Director Member
Mrs. Anisha Motwani Independent Director Member
Mr. Arvind Mehta Executive Director Member
Mr. V.T. Bharadwaj Non-Executive / Non- Member
Independent Director

The terms of reference of the Stakeholder Relationship Committee andthe particulars of meetings held and attendance details are mentioned in the CorporateGovernance Report forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate and Social Responsibilitycommittee in accordance with the provisions of Section 135 of the Companies Act 2013 readwith Companies (Corporate Social Responsibility Policy) Rules 2014.

The Corporate Social Responsibility Committee comprises of:

Name of members Category Position
Mrs. Anisha Motwani Independent Director Chairperson
Mr. Haresh Ram Chawla Independent Director Member
Mr. Arvind Mehta Executive Director Member
Mr. Amit Kumat Executive Director Member
Mr. V.T. Bharadwaj Non-Executive / Non- Member
Independent Director

The terms of reference of the Corporate Social Responsibility Committeeand the particulars of meetings held and attendance details are mentioned in the CorporateGovernance Report forming part of the Annual Report. The Committee has adopted theCorporate Social Responsibility policy ("CSR Policy") which enables company

• to undertake/promote directly or indirectly programmes thatbenefit the community;

• help fulfil social responsibilities;

• to provide general charities;

• maintain an eco-friendly and harmonious environment. isentrusted with the responsibility of: The committee has not made any changes in the CSRpolicy during the year under review. Further the CSR Policy is available on the Company'sWebsite viz. www.yellowdiamond.in.

The brief outline of the Company's CSR initiatives undertaken duringthe year under review is disclosed in "Annexure III" in the format asprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.

RISK MANAGEMENT

Pursuant to Regulation 21 of the Listing Regulations the Board hasconstituted Risk Management Committee to frame implement and monitor risk management planof the Company. The Board has adopted the Risk Management Policy and guidelines tomitigate foreseeable risks avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses. The major risks identified aresystematically approached through mitigating actions on continual basis. Risk evaluationis an ongoing and continuous process within the Company and it is regularly updated to theBoard of the Company.

The Risk Management Committee has been entrusted with theresponsibility to assist the Board in overseeing and approving the Company's enterprisewide risk management framework.

The said Committee comprises of:
Name of members Category Position
Dr. Om Prakash Manchanda Independent Director Chairman
Mr. Haresh Ram Chawla Independent Director Member
Mr. Amit Kumat Executive Director Member
Mr. G.V. Ravishankar Non-Executive / Non- Member
Independent Director

The terms of reference of the Risk Management Committee and theparticulars of meetings held and attendance details are mentioned in the CorporateGovernance Report forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) & Section 134(5) of the Companies Act2013 the board of directors of the Company confirms that:

a. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c. The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. The annual accounts have been prepared on a going concern basis;

e. proper internal financial controls to be followed by the Companywere laid down and such internal financial controls are adequate and were operatingeffectively; and

f. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and inaccordance with Regulation 22 of the Listing Regulations the Company had adopted

‘Whistle Blower Policy' for Directors and employees to bring tothe Company's attention instances of unethical behaviour actual or suspected incidentsof fraud that could adversely impact your Company's operations business performance and /or reputation.

The Policy provides that the Company investigates such incidents whenreported in an impartial manner and takes appropriate action to ensure that requisitestandards of professional and ethical conduct are always upheld. It is your Company'sPolicy to ensure that no employee is victimized or harassed for bringing such incidents tothe attention of the Company. The practice of the Whistle Blower Policy is overseen by theAudit Committee and no employee has been denied access to the Committee. The policy isalso available on the website of the Company viz www.yellowdiamond.in.

The committee did not receive any complain during the year 2017-18.

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the Directors individually as wellas the evaluation of all Committees of the Board for the year under review.

The performance of the Board as a whole and of its Committees wasevaluated by the Board through structured questionnaire which was prepared after takinginto consideration inputs received from the Directors covering various aspects of theBoard's and its Committees Board culture execution and performance of specific dutiesobligations and governance. A separate exercise was carried out to evaluate on parameterssuch as level of engagement and contribution independence of judgments safeguarding theinterest of the Company and its minority shareholders etc. the performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Non Independent Directors was carried out by the Independent Directors.

In terms of requirements of Schedule IV of the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held on December 13 2017to review:

• The performance of Non- Independent Directors (including theChairperson);

• The performance of the Board as a whole and its Committeesthereof taking into views of Executive and Non-executive Directors: and

• To assess the quality quantity and timeliness of the flow ofinformation between the Management and the Board.

Performance evaluation of the Independent Directors was done by theentire Board excluding the Independent Director being evaluated.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as requiredunder section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theprescribed format and annexed herewith as "Annexure IV" to this report.

Details of employee remuneration as required under provisions ofSection 197 of the Companies Act 2013 and rule 5(2) and rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are available at theRegistered Office of the Company for inspection and shall be made available to anyshareholder on request.

AUDITORS AND AUDITORS' REPORT

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH31 2018

The Auditors' Report for the financial year ended March 31 2018 doesnot contain any qualification adverse remark or reservation and therefore do not callfor any further explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.

Further a certificate has also been obtained from the Auditors to theeffect that the Company is in compliance with the conditions of Foreign Direct Investmentfor the downstream investment made by the Company in wholly owned subsidiary of thecompany.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31 2018

The Secretarial Audit Report pursuant to the provisions of Section 204read with Section 134(3) of the Companies Act 2013 was obtained from M/s Ritesh Gupta& Co. Practicing Company Secretaries in Form MR-3 for the financial year 2017-18. TheSecretarial Audit Report does not contain any qualifications reservations or adverseremarks. The said Report is disclosed under "Annexure V" and forms partto this report.

STATUTORY AUDITORS

At the Annual General Meeting held on August 7 2014 M/s. SRBC &Co. LLP Chartered Accountants Mumbai (Firm Registration No. 324982E/E300003) wereappointed as statutory auditors of the Company to hold office till the conclusion of tenthAnnual General Meeting to be held in the calendar year 2019. In terms of the first provisoto Section 139 of the Companies Act 2013 the appointment of the auditors shall be placedfor ratification# at every Annual General Meeting. Accordingly the appointment of M/s.SRBC & Co. LLP Chartered Accountants as statutory auditors of the Company is placedfor ratification by the shareholders. In this regard the Company has received acertificate from the auditors to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.

# As per notification dt. May 7 2018 issued by Ministry of CorporateAffairs ratification of Statutory Auditor in every Annual General Meeting will notrequire. As a part of previous shareholder's approval for appointment of Statutory Auditorof the Company subject to ratification at every Annual General Meeting Your Companyincorporates ratification of Statutory Auditors as part of notice of this Annual GeneralMeeting only.

INTERNAL AUDITORS

M/s. Grant Thornton India LLP Chartered Accountants Mumbai performthe duties of internal auditors of your Company and their report is reviewed by the Auditcommittee.

COST AUDITORS

Provisions of Section 148 of the Companies Act 2013 read with Rulesmade under Companies (Cost Account and Audit) Rules 2014 were not applicable on theCompany. Hence Company has not appointed any Cost Auditor during the year.

OTHER DISCLOSURES

Other disclosures as per the provisions of Section 134 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT 9 in accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 are enclosed as "Annexure VI" to thisreport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

The particulars as required to be furnished as per the provisions ofSection 134(3) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 with respect to conservation of energy technology absorption foreignexchange earnings and outgo are disclosed under "Annexure VII" whichforms part of this Report.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Corporate Governance is provided together with theCertificate from the statutory auditors confirming compliance of conditions of CorporateGovernance as stipulated under the Listing Regulations. Pursuant to the provisions ofRegulation 34 read with Schedule V of the Listing Regulations a report on ManagementDiscussion & Analysis is attached separately which forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Company's sustainability initiatives as provided in the BusinessResponsibility Report are in line with the key principles enunciated in "NationalVoluntary Guidelines on Social Environmental and Economic Responsibilities ofBusiness" framed by the Ministry of Corporate Affairs. Pursuant to the provisions ofRegulation 34 of the Listing Regulations the said report is attached separately whichforms part of this Annual Report.

SECRETARIAL STANDARDS COMPLIANCE

During the year under review the Company has complied with all theapplicable Secretarial Standards issued by The Institute of Company Secretaries of Indiaand approved by the Central Government pursuant to Section 118 of the Companies Act 2013.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The company has in place a policy for prevention of sexual harassmentin accordance with the requirements of the Sexual Harassment of women at workplace(Prevention Prohibition

& Redressal) Act 2013. Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

During the financial year 2017-18 the Company received 2 complaints onsexual harassment and the same were disposed off to the satisfaction of the complainant.

GREEN INITIATIVES

The Company sends the Annual Report to its members in electronic formwhose email addresses are registered with the Company/Depository Participants(s). Formembers who have not registered email addresses physical copies are sent in the permittedmode.

In case of any change in your email address you are requested toplease inform the same to your Depository (in case you hold the shares in dematerializedform) or to the Company/RTA (in case you hold the shares in physical form).

HUMAN RESOURCE

People remain the most valuable asset of your Company. Your Companyfollows a policy of building strong teams of talented professionals. Your Companycontinues to build on its capabilities in getting the right talent to support differentproducts and geographies and is taking effective steps to retain the talent. It has builtan open transparent and meritocratic culture to nurture this asset.

Your Company recognizes people as its most valuable asset and yourCompany has kept a sharp focus on Employee Engagement. Your Company's Human Resource is incommensurate with the size nature and operations of your Company. As on March 31 2018.The Company's Industrial Relations continued to be harmonious during the period underreview.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions for the same during the yearunder review:

1. Deposits covered under Chapter V of the Companies Act 2013;

2. Material changes and/ or commitments that could affect the Company'sfinancial position which have occurred between the end of the financial year of theCompany and the date of this report;

3. Significant or material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future;

4. Non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Companies Act 2013read with Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014;

5. Receipt of any remuneration or commission from any of its subsidiarycompanies by the Managing Director or the Whole-time Directors of the Company.

6. During the period under review the Company has not bought back anyof its securities/ has not issued any sweat equity shares / has not provided any StockOption Scheme to its employees / has not issued any equity shares with differentialrights.

7. There have been no instances of fraud reported by the StatutoryAuditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereundereither to the Audit Committee the Board of Directors or to the Central Government.

8. There was no revision of the previous year's financial statementsduring the financial year under review.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to express their grateful appreciation to thecontinued co-operation received from the banks government authorities customers vendorsand shareholders during the year under review.

Your Directors also wish to place on record their deep sense ofappreciation for the committed service of the executives staff and workers of theCompany.

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 : August 7 2018