PRATIKSHA CHEMICALS LIMITED
Your Directors have pleasure in presenting herewith their 30th Annual Report on thebusiness and operation of the Company together with the Audited Statements of Accounts ofthe Company for the year ended on 31st March 2021.
1. STATE OF AFFAIRS OF THE COMPANY:
Pratiksha Chemicals Ltd is an industry representing color pigment companies inAhmedabad India. The company is engaged into manufacturing business of Pigment Green 7& Copper Phthalocyanine Green Crude. It represents small medium and large colorpigments manufacturers throughout India accounting for the bulk of the production ofcolor pigments in India.
The company supplies superior quality Pigment Green 7 all over India. The manufacturingunit of the Company is located at Sanand Dist- Ahmedabad. Color pigments are widely usedin product compositions of all kinds including paints inks plastics glass syntheticfibers ceramics colored cement products textiles cosmetics and artists' colors.
SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS:
The Company is currently engaged in only one business i.e. manufacturing business ofPigment Green 7 & Copper Phthalocyanine Green Crude. Accordingly there is no segmentsof business activity of the Company
CHANGE IN STATUS OF THE COMPANY:
The status of the company has not been changed during the financial year 2020-21.
KEY BUSINESS DEVELOPMENTS:
The manufacturing units has a well-equipped laboratory assisted by a team of chemistsand researchers for consistent Research and Development and support the Quality ControlSystem which keeps an eye on the production process to yield the best from theseproduction units.
CHANGE IN THE FINANCIAL YEAR: The Company has not changed its financial yearduring the year.
CAPITAL EXPENDITURE PROGRAMMES: Not Applicable
DETAILS AND STATUS OF ACQUISITION MERGER. EXPANSION MODERNIZATION ANDDIVERSIFICATION: Not Applicable
DEVELOPMENTS. ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTYRIGHTS: Not Applicable
ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY:.
No material events have occurred during the financial year 2020-21 which impact on theaffairs of the Company.
IMPACT OF COVID -19 ON THE COMPANY:
The Company has evaluated the impact of COVID- 19 on its financial statements based onthe internal and external information up to the date of approval of the financialstatements and expect to recover the carrying amount of inventories receivables andinvestments. The Company does not foresee any material impact on liquidity and assumptionof going concern. Till the time business operations at customers' end get fully functionaland supplies chain with vendors totally restored business operations of the Company willremain at sub-optimal level. The Company will continue to monitor the future marketconditions and update its assessment.
2. FINANCIAL SUMMERY:
The Directors' Report is to be prepared based on the stand alone financial statementsof the company:
(Rs. In Lakhs)
|PARTICULARS ||2020-21 ||2019-20 |
|Revenue from Operations ||1134.95 ||1607.23 |
|Other income ||1.16 ||2.78 |
|Total Income ||1136.12 ||1610.02 |
|Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense ||74.45 ||53.16 |
|Less: Depreciation ||28.24 ||25.77 |
|Profit/loss before Finance Costs Exceptional items and Tax Expense ||46.21 ||27.39 |
|Less: Finance Cost ||3.57 ||15.93 |
|Profit/loss before Exceptional items and Tax Expense ||42.64 ||11.46 |
|Less: Exceptional Items ||0 ||- |
|Profit / (Loss) Before Tax ||42.64 ||11.46 |
|Provision for Tax & Deferred Tax ||-4.00 ||27.45 |
|Profit / (Loss) After Tax ||46.64 ||(15.99) |
|Other Comprehensive income (net of tax effect) ||- ||- |
|Total Comprehensive income ||46.64 ||(15.99) |
|Add : Balance as per last Financial Statement ||(279.10) ||(263.11) |
|Disposable Surplus ||- ||- |
|Less : Transfer to General Reserve ||- ||- |
|Dividend Paid (19-20) ||- ||- |
|Dividend Paid (18-19) ||- ||- |
|Dividend Distribution Tax (19-20) ||- ||- |
|Dividend Distribution Tax (18-19) ||- ||- |
|Balance carried forward ||(232.46) ||(279.10) |
3. PERFORMANCE OF THE COMPANY (STANDALONE):
The company's approach towards growth has delivered satisfactory results in terms ofTurnover of the company during the year 2020-21. Your company achieved the net sales ofRs. 1134.95 lakhs during the year 2020-21 which indicates 29.38% decrease in turnover ascompare to the last year.
The Company has earned net profit (After Tax) of Rs. 46.64 lakhs during the financialyear 2020-21. The company will strive to improve its performance in long term prospectsbased on actual pace of global economy.
With a view to accumulated loss of previous years the Board of Directors of thecompany did not recommended dividend for the year
5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES;
The company has not transferred any amount to reserves during the financial year2020-21.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions Section 152(6) of the Companies Act 2013 Mr. HarishbhaiBhatt (DIN: 00400765) Director of the Company retires by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment.
The Composition of the Board of Directors and Key Managerial Personnel of the companyhas not been changed during the financial year 2020-21.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section 6 of Section 149 of the Companies Act 2013 and under Regulation 16 b) of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with theCode for Independent Directors prescribed in Schedule IV to the Act.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.
During the year (4) Four Board Meetings and (4) Four Audit Committee Meetings wereduly convened and held. The dates on which the said Board Meetings held are shown in thetable:
|SR. NO. BOARD MEETING ||AUDIT COMMITTEE |
|1 24-07-2020 ||24-07-2020 |
|2 12-09-2020 ||12-09-2020 |
|3 09-11-2020 ||09-11-2020 |
|4 13-02-2021 ||13-02-2021 |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. The necessary quorum was present at the meetings.
The company has several committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statues.
The Board has constituted following Committees:
Nomination and Remuneration Committee
Stakeholder's Relationship Committee
Internal Complaints Committee
The details with respect to the compositions powers roles terms of reference etc. ofrelevant committees are given in detail in the Report on Corporate Governance' ofthe company which forms part of this Annual Report.
9. EXTRACTS OF ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the Annual Return as at March 31 2021 forms part of thisDirectors' Report as Annexure: I'. The extract of Annual Return as well asAnnual Return in form MGT -9 and MGT-7 are also available on the website of the Company(www.pratikshachemicals.com.).
10. STATUTORY AUDITORS & AUDIT REPORT:
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/S.CHANDABHOY & JASSOOBHOY Chartered Accountants (F.R.NO. 101648W) have beenappointed as statutory auditors of the company at the Twenty Eighth Annual General Meetingheld on September 27 2019 to hold office till the conclusion of Annual General Meeting ofthe Company for financial year 2023-24.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 byMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every AGM. Hence Agenda for the ratification of Statutory auditor of thecompany has not been included in the Notice of AGM.
The Auditors comments on your company's accounts for year ended March 31 2021 areselfexplanatory in nature and do not require any explanation as per provisions of Section134(3) (f) of the Companies Act 2013.
There are following qualifications reservation or adverse remark or disclaimer made byStatutory Auditor in its report:
1. The Company is accounting for Gratuity & Leave Encashment on cash basis. This isnot according with IND AS - 1 on "Presentation of Financial Statement" and INDAS-19 on "Employee Benefits" prescribed by the Institute of Chartered Accountingof India and contrary to provision contained in Section 133 of the Companies Act 2013.The extent of noncompliance in terms of value is not ascertainable.
2. IND AS - 2 for "Inventories" has not been followed. The measurement andvaluation methods followed by the company as regards inventory are not in accordance withacceptable methodology. we are not in a position to quantify the effect of thisdiscrepancy on the Profitability and Balance Sheet.
The Board of Directors has undertaken to take the corrective steps for the abovementioned qualifications in current financial year.
LI. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2020-21 the Statutory Auditor has not reported to the auditcommittee any instance of fraud committed against the Company by its employees or officersunder section 143(12) the details of which need to be reported in Board's Report.
L2. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDITOR:
Pursuant to provisions of 138 of the Companies Act 2013 and Rule 13 of Companies(Accounts) Rules 2014 M/S. H K SHAH & CO. Chartered Accountants (FirmRegistration No. 109583W) Ahmedabad has been appointed as an Internal Auditor of theCompany for the Financial Year 202021. During the year the Company continued to implementtheir suggestions and recommendations to improve and control the environment. Their scopeof work includes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.
13. COST RECORDS:
Pursuant to Section-148 (1) of the Companies Act 2013 read with Rule 3 of Companies(Cost Records and Audit) Rules 2014 Company does not fall under the criteria formaintaining cost record for the financial year 2020-21.
14. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 your company had appointed M/S.A. SHAH & ASSOCIATES Practicing Company Secretaries Ahmedabad as itsSecretarial Auditors to conduct the Secretarial Audit of the company for F.Y. 2020-21. TheReport of the Secretarial Auditor for the F.Y. 2020-21 is annexed to this report as Annexure:II' to the Directors' Report.
|S.N. Qualification ||Reply by Management |
|1. The Company has not filed form MSME and Form BEN-1. ||The Company has assured that the company will comply with the same in the current financial year. |
15. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration/ CompensationCommittee framed a policy on directors' appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for Directors Key Managerial Personnel and other employees.The policy is annexed to this report as Annexure: III'.
16. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 the corporate governance requirements as prescribed by Securities and Exchange Boardof India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors 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. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
Your Company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. Hence the disclosures required as perRule 8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76of the Companies Act 2013 are not applicable to your Company.
18. FOREIGN EXCHANGE EARNINGS / OUTGO:
The Company has earned revenue of Rs. 13.65 lakhs from export sales and Rs. 0.19 lakhsdue to fluctuations of foreign currency during the financial year 2020-21. There are noforeign exchange expenses incurred by the Company during the financial year 2020-21.
19. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.pratikshachemicals.com under investors / policy documents / Vigil Mechanism Policylink.
20. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
(a)Conservation of energy:
|(i) the steps taken or impact on conservation of energy ||N.A. |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||N.A. |
|(iii) the capital investment on energy conservation equipment's ||N.A. |
(b) Technology absorption:
|(i) the efforts made towards technology absorption ||N.A |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||N.A. |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||N.A. |
|(a) the details of technology imported ||N.A. |
|(b) the year of import; ||N.A. |
|(c) whether the technology been fully absorbed ||N.A. |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||N.A. |
|(iv) the expenditure incurred on Research and Development ||N.A. |
The efforts are being made for energy conservation to new and innovative means.Further the Company did not have any imported technology during the financial year.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions those were entered during the financial year were inordinary course of the business of the company and were on arm's length basis. All suchRelated Party Transactions are placed before the Audit Committee for approval.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis has been uploaded on the website of the Company at www.pratikshachemicals.com underinvestors/policy documents/Related Party Transaction Policy.
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to the sub-section (1) of section 188 of the Companies Act 2013are disclosed in Form No. AOC- 2 Annexure: IV' the same forms part of thisreport pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014.
22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g)of the Companies Act 2013 the Particularsof Loans Guarantees or Investments under Section 186 is annexed hereto as Annexure:V' and forms part of this Report.
23. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure: VI' tothe Directors' Report.
B. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not provided as no employees is paidremuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 CrorePer Annum if employed for the whole year.
24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:
Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace (PreventionProhibition and Redressal) Act 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the company has setup the Internal complaintscommittee and the said committee has framed policy for prevention of sexual harassment atwork place in accordance with the section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. There were eighteen employeesworking in the Organization during the financial year 2020-21. However during the year nocomplaints were received by the Internal Complaints committee for sexual harassment fromany of the women.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company does not fall under the purview of the section 135 of the Companies Act2013 which requires formulating a Corporate Social Responsibility Committee and adoptingany activities as specified in Schedule VII.
26. HUMAN RESOURCES DEVELOPMENT:
Your Company treats its "Human Resources" as one of its most significantassets. The Company continues its focus on retention through employee engagementinitiatives and provides a holistic environment where employees get opportunities torealize their potential. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement. The Company's Health and Safety Policy commits toprovide a healthy and safe work environment to all employees.
27. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
28. MANAGEMENT DISCUSSION AND ANALYSIS:
As per the corporate governance norms a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisReport.
29. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future.
30. SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCE SHEET DATE:
No Event has occurred after the balance sheet date that representing the materialchanges and commitment that affecting the Financial position of the company.
31. STATEMENT OF DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirement under 134(3)(c) and Section 134 (5) of the Companies Act 2013(Act) Directors confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st March 2021the applicable accounting standards read with requirement set out under Schedule III tothe Act have been followed and there are no material departures from the same;
(b) the Directors have 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 as at March 31 2021 and of the profit ofthe company for the year ended on that date;
(c) the Directors have 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 had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for thecommitment shown by the employees in supporting the Company in its continued robustperformance on all fronts.
|PLACE: AHMEDABAD ||BY THE ORDER OF THE BOARD OF DIRECTORS |
|DATE: 01/09/2021 ||FOR PRATIKSHA CHEMICALS LIMITED |
| ||sd/- |
| ||MR. JAYESH PATEL |
| ||DIRECTOR & CFO |
| ||(DIN:00401109) |