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Pratik Panels Ltd.

BSE: 526490 Sector: Others
NSE: N.A. ISIN Code: INE206C01011
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Buy Price 2.25
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Pratik Panels Ltd. (PRATIKPANELS) - Director Report

Company director report

To

The Members

Your Directors present herewith the 29th Annual Report along with the Audited FinancialStatement for the year ended 31st March 2018.

1. FINANCIAL RESULTS:

(Rs. in lakhs)

Year ended on 31-03-2018 Year ended on 31-03-2017
Total Income 7.30 10.00
Gross Profit before Interest & Extraordinary Item 0.72 0.58
Less: Interest & Finance charges 0 0
Less: Extraordinary Item 0
Profit / (Loss) before Tax 0.72 0.58
Less: Provision for Taxation -- --
Profit/(Loss) after Taxation 0.72 0.58
Balance brought forward from previous year (368.65) (369.23)
Balance carried to Balance Sheet (367.93) (368.65)

2. FINANCIAL PERFORMANCE

During the current year your Company has registered revenue of Rs. 7.30 lakhs ascompared to Rs. 10 lakhs in the previous financial year. Your company has earned a netprofit of Rs. 0.72 lakhs as compared to profit of Rs. 0.58 lakhs in the previous financialyear.

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. The Management is still looking for new business avenues forthe growth the Company. As the new area of operation is still under consideration yourDirectors are unable to comment on the future prospects of the Company.

4. CHANGE IN NATURE OF BUSINESS

During the financial year 2017-18 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 2017-18 and no amount has been transferred to Reserve during theyear 2017-18.

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.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardof Directors of the Company vide resolution passed on July 27 2017 approvedre-appointment of Mr. Gunwantraj M. Singhvi as Managing Director on the Board of theCompany with effect from September 22 2017 for a period of 3 years which was approved bythe shareholders at the 28th AGM held on 30th September 2017.

Mr. Uttamchand Jain has resigned as Director of the Company w.e.f. 27thNovember 2017.

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mrs.Nisha Singhvi Director of the Company retires by rotation and being eligible offersherself for re-appointment at the ensuing Annual General Meeting.

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

The details forming part of the extract of Annual Return in Form MGT-9 is annexedherewith as "Annexure I".

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 II". 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:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there were no material departures;

(ii) 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 profit of the Company for the period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 financialcontrols were adequate and operating effectively.

(vi) 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 2017-18.

16. AUDIT COMMITTEE AND NOMINATION & REMUNARATION COMMITTEE

The Audit Committee of the Company is constituted in accordance with Section 177(2) ofthe 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

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is annexed herewith as "AnnexureIII".

17. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year the company has not given any loans or guarantee or provided anysecurity to any persons or body corporate or made investment in any security within themeaning of Section 186 of the Companies Act 2013.

18. RELATED PARTY CONTRACTS

During the year Company has not entered into any transaction referred to insub-section (1) of section 188 of the Companies Act 2013 read with Rule 15 of theCompanies (Meetings of Board and its powers) Rules 2014 with related parties.

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 IV".

20. RISK MANAGEMENT

Your company has been regularly assessing the risk and ensures that the risk mitigationplans are in place.

21. FORMAL ANNUAL EVALUATION

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.

22. 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.

23. 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.

24. 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.

25. 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

26. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosurespertaining to remuneration and other details are appended as 'Annexure V' to theDirectors' Report.

None of the employees of the Company employed throughout the year were in receipt ofremuneration in excess of the limits set out in Rule 5(2) of the said rules.

27. AUDITORS Statutory Auditors

The present Auditor M/s. Monika Jain & Co. Chartered Accountants (ICAI FirmRegistration No. 130708W) were appointed as the Statutory Auditors of the Company at theAnnual General Meeting of the members held on 30th September 2017 for a termof 5 years. However the Company has received a letter of resignation from the StatutoryAuditors expressing their unwillingness to act as the Auditors of the Company due topreoccupation.

The Audit Committee of the Company has proposed the Board and the Board is recommendingto the members the appointment of M/s. Jain Jagawat Kamdar & Co. CharteredAccountants (ICAI Firm Registration No. 122530W) in place of M/s. Monika Jain & Co.Chartered Accountants as Statutory Auditors of the Company for a period of 5 (five) yearsfrom the conclusion of the ensuing Annual General Meeting till the conclusion of the 34thAnnual General Meeting to be held in the year 2023.

The Company has received a written consent and certificate from M/s. Jain JagawatKamdar & Co. Chartered Accountants (Firm Reg. No. 122530W) to the effect that theirappointment if made would be within the prescribed limits under Section 141(3)(g) of theCompanies Act 2013.

Necessary resolution for appointment of the said Auditors is included in the Notice ofAnnual general Meeting for seeking approval of members.

Secretarial Auditor

The Board had appointed M/s. Jayshree A. Lalpuria & Co Practising CompanySecretaries to conduct Secretarial Audit for the financial year 2017-18. The SecretarialAudit Report for the financial year ended 31st March 2018 is annexed herewithas "Annexure VI".

28. AUDITOR'S REPORT

Statutory Auditor's Report

The Statutory Auditors have expressed an unmodified opinion in the Audit Report inrespect of the audited financial statement for the financial year ended 31stMarch 2018. There are no qualifications or adverse remarks in the Statutory Auditors'Report which require 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. Monika Jain & Co. Statutory Auditors havenot reported of any fraud involving any amount committed by the Company to the CentralGovernment 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 Chief Financial Officer as required under Section 203(1) ofthe Act and did not publish the notice of closure of its Register of members and transferregister in newspapers as required to be given pursuant to section 91 of the CompaniesAct 2013 and intimation regarding Board Meeting and also its Audited (yearly) andUn-audited (quarterly) Financial Results as required under Regulation 47 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in Annexure VII and forms a part of the Annual Report.

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 AND ON BEHALF OF THE BOARD OF DIRECTORS PRATIK PANELS LIMITED

GUNWANTRAJ M. SINGHVI MANAGING DIRECTOR DIN:00218731 JAYESH SHAH DIRECTOR DIN:00218776
Place : Mumbai Date : 30th July 2018