Your Directors present herewith the 30th Annual Report along with the Audited Financial Statement for the year ended 31stMarch 2019.
1. FINANCIAL RESULTS:
|(Rs. in lakhs)|
|Year ended on 31-03-2019||Year ended on 31-03-2018|
|Gross Profit/(Loss) before Interest & Extraordinary Item||(10.88)||0.72|
|Less: Interest & Finance charges||0||0|
|Less: Extraordinary Item||0||0|
|Profit / (Loss) before Tax||(10.88)||0.72|
|Less: Provision for Taxation||--||--|
|Profit/(Loss) after Taxation||(10.88)||0.72|
|Balance brought forward from previous year||(367.93)||(368.65)|
|Balance carried to Balance Sheet||(378.81)||(367.93)|
2. FINANCIAL PERFORMANCE
During the current year the Company has not carried out any activity. Total revenue for the year stood at Rs. 0.20 lakhs as compared to Rs. 7.30 lakhs in the previous financial year. Your company has incurred a loss of Rs. 10.88 lakhs as against profit of Rs. 0.72 lakhs earned in the previous financial year.
3. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the year the Company had not ventured into any new business and had not carried out any business The Management is still looking for new business avenues for the growth of the Company.
4. CHANGE IN NATURE OF BUSINESS
During the financial year 2018-19 Company has not changed its nature of business and not 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 for consolidation of account and to provide statement containing the salient features of the financial 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 Joint Venture or Associate Company.
7. DIVIDEND AND TRANSFER TO RESERVES
In view of the accumulated losses of the Company your Directors do not recommend any dividend for the year 2018-19 and no amount has been transferred to Reserve during the year 2018-19.
During the year under review your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act 2013.
Disclosure under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014:
During the year Company has accepted following unsecured loans from its Directors & their relatives:
|Name of the Directors/Relativesas ||Opening balance on 01.04.2018||Loan taken during the year||Loan repaid during the year||Closing balance as on 31.03.2019|
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152(6) of the Companies Act 2013 and Articles of Association Mr. Gunwantraj Singhvi Managing Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.
None of the Directors of the Company are disqualified for being appointed and re-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 the Company confirming that they meet the criteria of independence as prescribed under the applicable 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 the extract of the annual return as on March 31 2019 in Form MGT-9 is annexed herewith as Annexure I.
The details of date of meetings of Board of Directors and its Committees along with the attendance of each director at the Meetings of the Board and Committees are annexed herewith as Annexure II. The intervening gap between the Board meetings were within the period prescribed under the Companies Act 2013 and the Secretarial Standard on Board Meetings issued by ICSI.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board of Directors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards had been followed and that there were no material departures;
(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the Company for the period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) that proper internal financial controls were in place and that the financial controls were adequate and operating effectively.
(vi) the directors have devised proper systems to ensure compliance with the provisions of 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 not applicable to the Company for the financial year 2018-19.
16. AUDIT COMMITTEE
The Audit Committee of the Company is constituted in accordance with Section 177(2) of the Companies Act 2013. The Composition of the Audit Committee is as follows:
|Name of the Director||Category||Status|
|Mr. Jayesh Shah||Independent Non-Executive||Chairman|
|Mr. Kulmeet Saggu||Independent Non-Executive||Member|
|Mr. Gunwantraj Singhvi||Promoter Executive||Member|
17. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013 the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications competencies positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors KMP and other employees is available on the Company's website at https://www.pratikpanels.com/finance_docs/Nomination%20and%20Remuneration%20Policy.pdf
18. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year the company has not given any loans or guarantee or provided any security to any persons or body corporate or made investment in any security within the meaning of Section 186 of the Companies Act 2013.
19. RELATED PARTY CONTRACTS
During the year Company has not entered into any transaction referred to in sub-section (1) of section 188 of the Companies Act 2013 read with Rule 15 of the Companies (Meetings of Board and its powers) Rules 2014 with related parties.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
During the year company has not undertaken any operational activities. However as required under Section 134(3) of the Companies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 the information relating to conservation of energy technology absorption and foreign exchange earnings and outgo to the extent applicable is annexed herewith as Annexure III.
21. RISK MANAGEMENT
Your company has been regularly assessing the risk and ensures that the risk mitigation plans are in place.
22. FORMAL ANNUAL EVALUATION
The Company has devised a Policy for performance evaluation of Independent Directors Board Committees and other individual Directors which include criteria for performance evaluation of the non executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors Board Committees and other individual Directors a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. meeting At a separate of Independent Directors performance of non-independent directors performance of the Board as a whole and performance of the Chairman was evaluated taking into account the views of executive directors and non-executive directors.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
However Regional Director (NWR) Ahemdabad vide its order dated 12th November 2018 confirmed the alteration to Memorandum of Association of the Company with respect to the place of the Registered Office by changing it from the state of Chattisgarh to the state of Maharashtra as approved by the shareholders vide special resolution passed at the Annual General Meeting held on 21st September 2018.
24. INTERNAL FINANCIAL CONTROL
Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business including adherence to the Company's policies the safe guarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of Accounting records and the timely preparation of reliable financial disclosures.
25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
Your Directors state that during the year under review there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
26. ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement if any. The Vigil Mechanism Policy had been recommended by the Audit Committee 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
27. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosures pertaining to remuneration and other details are appended as `Annexure IV' to the Directors' Report.
None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules.
28. AUDITORS Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act 2013 the members at the Annual General Meeting of the Company held on 21st September 2018 appointed M/s. Jain Jagawat Kamdar & Co. Chartered Accountants (ICAI Firm Registration No. 122530W) as Statutory Auditors of the Company from the conclusion of 29th Annual General meeting till the conclusion of 34th Annual General Meeting to be held in the year 2023 covering one term of five consecutive years.
The Board had appointed M/s. Jayshree A. Lalpuria & Co Practising Company Secretaries to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31stMarch 2019 is annexed herewith as Annexure V.
29. AUDITOR'S REPORT
Statutory Auditor's Report
With regards to auditors' remark in their report relating to losses incurred by the Company and preparation of financial statement on going concern basis the Directors wish to state that the management is hopeful of carrying out business activity in the Company for its growth and therefore the accounts are prepared on going concern basis.
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. Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the 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 to clarify that:
The Company has not carried out any business activity during the year and due to financial constraints Company could not appoint Internal Auditor pursuant to section 138 of the Companies Act 2013 Chief Financial Officer as required under Section 203(1) of the Act and did not publish the notice of closure of its Register of Members and transfer register in newspapers as required to be given pursuant to Section 91 of the Companies Act 2013 and intimation regarding Board Meeting and also its Audited (yearly) and Un-audited (quarterly) Financial Results as required under Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is provided in Annexure VIand forms a part of the Annual Report.
31. COST RECORDS
The Company is not required to maintain Cost Records as specified by the central Government under sub- section (1) of section 148 of the companies Act2013 as the Company has not carried out any business activity during the year.
32. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
The Directors wish to place on record their appreciation of the continued support and cooperation received from various customers banks employees and other stakeholders of the company.
|FOR AND ON BEHALF OF THE BOARD OF DIRECTORS|
|PRATIK PANELS LIMITED|
|GUNWANTRAJ M. SINGHVI||KULMEET SAGGU|
|DIN: 00218731||DIN: 06718348|
|Date: 19th July 2019|