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Pratik Panels Ltd.

BSE: 526490 Sector: Others
NSE: N.A. ISIN Code: INE206C01011
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NSE 05:30 | 01 Jan Pratik Panels Ltd
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OPEN 4.71
CLOSE 4.71
VOLUME 100
52-Week high 4.99
52-Week low 3.58
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pratik Panels Ltd. (PRATIKPANELS) - Director Report

Company director report

To

The Members

PRATIK PANEL LIMITED

Your directors have great pleasure in presenting 32nd ANNUAL REPORT alongwith the Consolidated Audited Balance Sheet and Profit and Loss Account for the periodended 31st March 2021.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Lakhs)

PARTICULARS

YEAR ENDED

31.03.2021 31.03.2020
Total Income 0 0
Gross Profit/(Loss) before Interest & Extraordinary Item (45.39) (9.71)
Less: Interest & Finance charges 0 0
Less: Extraordinary Item 0 0
Profit/(Loss) before Tax (45.39) (9.71)
Less: Provision for Income Tax - -
Add: Provision for Deferred tax - -
Profit/(Loss) after Tax (45.39) (9.71)
Add: Previous year's profit brought forward (388.52) (378.81)
Balance profit carried forward (433.91) (388.52)

2. FINANCIAL PERFORMANCE

During the year under consideration the Company has not carried out any activity andhence there was no revenue generated in the current year. Your company has incurred aLoss of Rs. 45.39 Lakhs as against Loss of Rs. 9.71 Lakhs incurred in the previousFinancial Year.

3. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the year the Company had not ventured into any new business and had not carriedout any business activities. New business avenues are still under consideration.

4. CHANGE IN NATURE OF BUSINESS

During the financial year 2020-21 Company has not changed its nature of business andnot carried out any activity during the year.

5. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY

Since the Company does not have any subsidiary there is no requirement forconsolidation of account and to provide statement containing the salient features of thefinancial statement of the subsidiary.

6. DETAILS OF NEW SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES

During the Financial Year no Company became or ceased to be the Subsidiary JointVenture or Associate Company.

7. DIVIDEND AND TRANSFER TO RESERVES

In view of the accumulated losses of the Company your Directors do not recommend anydividend for the year 2020-21 and no amount has been transferred to Reserve during theyear 2020-21.

8. DEPOSIT

During the year under review your Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT

There is no occurrence of material change and commitment made between the end of thefinancial year and date of this report which has affected the financial position of thecompany.

However as on date of this report there has been a change in promoters of the companypursuant to open offer as per SEBI (SAST) Regulations 2011. Mr. Pankaj Chandrakant Mishraand Mrs. Devyani Mishra as the new promoters of the company pursuant to the open offer.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year shareholders passed special resolution in the Annual General Meetingheld on 29th September 2020 for the reappointment of Mr. Gunwantraj M. Singhvi as theManaging Director on the Board of the Company and payment of remuneration with effect fromSeptember 22 2020 for a period of 3 years.

In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticles of Association Mrs. Nisha Singhvi Director of the Company retires by rotationand being eligible offers herself for re-appointment at the ensuing Annual GeneralMeeting.

Also as on the date of this report pursuant to open offer and change in management ofthe company Mr. Pankaj Chandrakant Mishra and Mrs. Devyani Mishra are the new promotersand the directors of the company.

None of the Directors of the Company are disqualified for being appointed andre-appointed as Directors in terms of Section 164 of the Companies Act 2013.

11. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from both the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under theapplicable provisions of section 149(6) of the Act

12. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3] and Section 134(3] (a] the details forming part of theextract of the annual return as on March 31 2021 in Form MGT-9 is annexed herewith as"Annexure III".

13. MEETINGS

The details of date of meetings of Board of Directors and its Committees along with theattendance of each director at the Meetings of the Board and Committees are annexedherewith as “Annexure IV". The intervening gap between the Board meetings werewithin the period prescribed under the Companies Act 2013 and the Secretarial Standard onBoard Meetings issued by ICSI.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3] (c] and 134 (5] of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

a] in the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there were no material departures;

b] the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe Loss of the Company for the period;

c] the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d] the directors have prepared the annual accounts on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

15. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 pertaining to Corporate Social Responsibility is notapplicable to the Company for the financial year 2020-21.

16. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3] of the Companies Act 2013 the nomination and remunerationpolicy of the Company which lays down the criteria for determining qualificationscompetencies positive attributes and independence for appointment of Directors andpolicies of the Company relating to remuneration of Directors KMP and other employees isavailable on the Company's website at

https://www.pratikpanels.com/finance docs/Nomination%20and%20Remuneration%20Pol icy.pdf.

17. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The particulars of loans given and investment made has been disclosed in the financialstatements of the Company.

18. RELATED PARTY CONTRACTS

Particulars of contracts or arrangements with related parties referred in the section188 (1) of the Companies Act 2013 is prescribed Form AOC 2 is appended as "AnnexureII". to the Board Report

19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

During the year company has not undertaken any operational activities. However asrequired under Section 134(3) of the Companies Act 2013 read with Rule 8 (3) of theCompanies (Accounts) Rules 2014 the information relating to conservation of energytechnology absorption and foreign exchange earnings and outgo to the extent applicable isannexed herewith as "Annexure I".

20. FORMAL ANNUAL EVACUATION

The Company has devised a Policy for Performance Evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its committees and individual Directors.

At a separate meeting of independent Director performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

22. INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal controlenvironment that provides assurance on the efficiency of conducting business includingadherence to the Company's policies the safe guarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of Accounting records andthe timely preparation of reliable financial disclosures.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT. 2013.

Your Directors state that during the year under review there were no cases reportedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

24. ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism to deal with the instances of fraud andmismanagement if any. The Vigil Mechanism Policy had been recommended by the AuditCommittee and thereafter approved and adopted by the Board of Directors of the Company.The vigil mechanism is available on the Company's website at www.pratikpanels.com

25. AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethere under M/s. Jain Jagawat Kamdar & Co. Chartered Accountants (ICAI FirmRegistration No. 122530W) were appointed as Statutory Auditors of the Company for one termof five consecutive years by the shareholders at 29th Annual General Meeting of theCompany held on 21st September 2018 to hold office till the conclusion of 34th AnnualGeneral Meeting to be held in the year 2023. However the Companies Amendment Act 2017(Vide Notification dated 7th May 2018 issued by the Ministry of Corporate Affairs) omitsthe provision related to annual ratification from the Companies Act 2013 and therequirement of seeking ratification of appointment of Statutory Auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof ensuing AGM.

Secretarial Auditor

The Board had appointed M/s. HS Associates Practising Company Secretaries to conductSecretarial Audit for the financial year 2020-21 w.e.f 4th June 2021 in placeof M/s. Jayshree A. Lalpuria & Co who resigned w.e.f 4thJune 2021. The Secretarial Audit Report for the financial year ended 31st March 2021 isannexed herewith as "Annexure V".

26. AUDITOR'S REPORT Statutory Auditor's Report

There are no qualifications or adverse remarks in the Statutory Auditors' Report whichrequire any explanation from the Board of Directors.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act 2013

The Board of Directors state that M/s. Jain Jagawat Kamdar & Co. StatutoryAuditors have not reported of any fraud involving any amount committed by the Company tothe Central Government Audit Committee or to the Board of Directors of the Company.

Secretarial Auditor's Report

As regards remarks of the Secretarial Auditor in her report the Directors wish toclarify that:

The Company has not carried out any business activity during the year and due tofinancial constraints Company could not appoint Internal Auditor pursuant to Section 138of the Companies Act 2013 and did not publish in newspaper the notice of Board Meetingsand its Audited (Yearly) and Un-audited (Quarterly) Financial Results as required underRegulation 47 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements] Regulations 2015. Company is in process of maintainingStructured Digital Database as required under Regulation 3(5) of SEBI (Prohibition ofInsider Trading] Regulations 2015. Company will initiate the process of complying withReg 39(4] of SEBI (LODR) Regulations 2015.

27. COST RECORDS

The Company is not required to maintain Cost Records as specified by the CentralGovernment under sub - section (1) of section 148 of the companies Act 2013 as theCompany has not carried out any business activity during the year.

28. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:

As per the applicable provisions of the Companies Act 2013 and as per ListingObligations & Disclosure requirements (LODR) Regulations 2015 the company has threeCommittees of the Board.

There are currently three Committees of the Board as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

a] The Audit Committee consists of the following members Two Independent non-executiveDirector and One Non-Executive Director:

Sr. No. Names Directors Designation Status
1. Piyush Upadhyay Independent Director Chairman/ Independent
2. Nikhil Vishambharlal Vyas Independent Director Independent/Member
3. Devyani Pankaj Mishra Non-Executive Director Non-Executive/Member

b) The Nomination and Remuneration Committee consists of the following members TwoIndependent non-executive Director and One Non-Executive Director:

Sr. No. Names Directors Designation Status
1. Piyush Upadhyay Independent Director Chairman/ Independent
2. Nikhil Vishambharlal Vyas Independent Director Independent/Member
3. Devyani Pankaj Mishra Non-Executive Director Non-Executive/Member

c) The Stakeholders' Relationship Committee consists of the following members TwoIndependent non-executive Director and One Non-Executive Director:

Sr. No. Names Directors Designation Status
1. Piyush Upadhyay Independent Director Chairman/ Independent
2. Nikhil Vishambharlal Vyas Independent Director Independent/Member
3. Devyani Pankaj Mishra Non-Executive Director Non-Executive/Member

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act

30. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continued support andcooperation received from various customers banks employees and other stakeholders ofthe company.

FOR PRATIK PANELS LIMITED Sd/-
PANKAJ CHANDRAKANT MISHRA WHOLE-TIME DIRECTROR & CHAIRMAN
DIN: 03604391
DATE: 27th August 2021
PLACE: Thane

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