PRATIKSHA CHEMICALS LIMITED
Your Directors have pleasure in presenting herewith their 27thAnnual Report on thebusiness and operation of the Company together with the Audited Statements of Accounts ofthe Company for the year ended on 31st March 2018.
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 SanandDist- Ahmedabad.Color pigments are widely used inproduct compositions of all kinds including paints inks plastics glass syntheticfibers ceramics colored cement products textiles cosmetics and artists' colors.
2. FINANCIAL SUMMERY:
The Directors' Report is to be prepared based on the stand alone financial statementsof the company:
(Rs. In Lacs)
|PARTICULARS ||2017-18 ||2016-17 |
|Revenuefrom operation ||1116.62 ||1397.74 |
|Other Income ||8.25 ||20.01 |
|Depreciation & Amortization Expenditure ||28.15 ||28.67 |
|Other Expenses ||1082.87 ||1383.39 |
|Profit or Loss before Tax ||13.85 ||5.68 |
|Tax Expenses ||10.98 ||-9.54 |
|Profit or Loss After Tax ||2.87 ||15.22 |
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 2017-18. Your company achieved the net sales ofRs. 1116.62 lakhs during the year 2017-18 which indicates 20.11% decrease in turnover ascompare to the last year The Company has earned net Profit (After Tax) of Rs. 2.87 lakhsduring the financial year 2017-18. However the Profitability is low based on size of thecompany but the company will strive to improve its performance in long term prospectsbased on actual pace of global economy.
With a view to enlarge the business operations of the Company the Directors did notrecommend dividend during the year under review. The company has not transferred anyamount to reserves during the financial year 2017-18.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions Section 152(6) of the Companies Act 2013 Mr. JayeshPatel(DIN: 00401109)Director of the Company retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment. The composition ofthe Board of Director of the Company is remained same during the financial year 2017-18.
|NAME OF DIRECTOR ||DIN ||DESIGNATION |
|MR. HARISHBHAI BHATT ||00400765 ||WHOLE TIME DIRECTOR &CFO |
|MR. JAYESH PATEL ||00401109 ||DIRECTOR |
|MR. UPENDRA ADHAVRYU ||00483857 ||INDEPENDENT DIRECTOR |
|MR. SOMABHAI PATEL ||01188702 ||INDEPENDENT DIRECTOR |
|MRS. LALITHAMMA ACHARYA ||06983383 ||INDEPENDENT - WOMAN DIRECTOR |
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) ofSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
During the yearSeven Board Meetings and Four Audit Committee Meetings were dulyconvened and held. Thedates on which the said Board Meetings held are shown in the table:
|SR.NO. ||BOARD MEETING ||AUDIT COMMITTEE |
|1 ||30.05.2017 ||30.05.2017 |
|2 ||18.08.2017 ||13.09.2017 |
|3 ||13.09.2017 ||05.12.2017 |
|4 ||05.12.2017 ||12.02.2018 |
|5 ||12.02.2018 || |
|6 ||27.02.2018 || |
|7 ||10.03.2018 || |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
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:
? Audit Committee
? Nomination and Remuneration Committee
? Stakeholder's Relationship 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.
8. 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 extracts of the Annual Return as at March 31 2018 forms part of thisDirectors' Report as
9. STATUTORY AUDITORS & AUDIT REPORT:
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/S. H K SHAH& CO. Chartered Accountants (Firm Registration No. 109583W) have been appointedas statutory auditors of the company at the Twenty Third Annual General Meeting held onSeptember 30 2014 to hold office from the conclusion of twenty third Annual GeneralMeeting (AGM) till the conclusion of the Twenty eighth Annual General Meeting of theCompany.
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 2018 areself-explanatory 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. Adhering to significant accounting policy the Company is accounting forGratuity & Leave Encashment on cash basis. This is not according with IND AS 1on "Presentation of Financial Statement" and IND AS-19 on "EmployeeBenefits" prescribed by the Institute of Chartered Accounting of India and contraryto provision contained in Section 133 of the Companies Act 2013. The extent ofnon-compliance in terms of value is not ascertainable.
2. IND AS 2 for "Inventories" has not been followed. Thetechnical valuation claimed by the Company is not quantifiable hence; we are not in aposition to quantify the effect on the Profit and Loss Account and Balance Sheet.
3. IND AS 101requires the company to make an explicit and unreservedstatement in the Financial Statements of compliance with IND Ass. However the same hasnot made. Hence the extent of Non- compliance in terms of value is not ascertainable.
The Board of Directors has undertaken to take the corrective steps for the abovementioned qualifications in current financial year.
10. 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. LAVINGIYA & ASSOCIATES Chartered AccountantsAhmedabad has been appointed as an Internal Auditor of the Company for the Financial Year2017-18. During the year the Company continued to implement their suggestions andrecommendations to improve and control the environment. Their scope of work includesreview of processes for safeguarding the assets of the Company review of operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas. Internal Auditors findings are discussed with the process ownersand suitable corrective actions taken as per the directions of Audit Committee on anongoing basis to improve efficiency in operations.
11. 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 2017-18.
12. 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. 2017-18. TheReport of the Secretarial Auditor for the F.Y. 2017-18 is annexed to this report asAnnexure: II'to the Directors' Report.
The Board of Directors of the Company has discussed the same at arm's lengthandundertaken to take the corrective steps on Qualifications raised by SecretarialAuditorin Secretarial Audit Report. Secretarial Auditor Report (MR-3) is self explanatoryand therefore do not call for any further comments.
13. 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'.
14. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees andindividual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribedby Securities and ExchangeBoard of India ("SEBI") under Regulation 27 of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on thebasis of the criteria such as the Board composition and structureeffectiveness of board processes informationand functioning etc.The performance of thecommittees was evaluated by the board after seeking inputs from the committee membersonthe 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 theindividual directors on the basis of the criteria such as thecontribution of the individual director to the Board andcommittee meetings likepreparedness on the issues to be discussed meaningful and constructive contributionandinputs 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 theboard 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 meetingof theindependent Directors at which the performance of the Board its committees andindividual directorswas 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 per Rule8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76 ofthe Companies Act 2013 are not applicable to your Company.
16. CORPORATE GOVERNANCE:
The Company believes that good Corporate Governance is a continuous process and it isour continuous endeavor to achieve good governance by way of a conscious andconscientious effort whereby ensuring the truth transparency accountability andresponsibility in all our dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by your Company asstipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Reporton Corporate Governance also contains certain disclosures required under Companies Act2013.
A Certificate from M/S. H. K. SHAH & CO. Chartered Accountants (FirmRegistration No. 109583W) conforming compliance to the conditions of Corporate Governanceas stipulated underRegulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b)to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule Vof SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 is annexed to thisReport.
17. FOREIGN EXCHANGE EARNINGS / OUTGO:
As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year 2017-18.
18. 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.in under investors / policy documents / Vigil Mechanism Policylink.
19. 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.
20. 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 such Related Party Transactions are placed before the Audit Committee for approval.The policy on materiality of Related Party Transactions and also on dealing with RelatedParty Transactions as approved by the Audit Committee and the Board of Directors is hasbeen uploaded on the website of the Company at www.pratikshachemicals.inunderinvestors/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.
21. 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.
22. 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' to theDirectors' 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. 1.2 CrorePer Annum if employed for the whole year.
23. 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 every company having 10 or more employees engaged inthe company during the financial year is required to set up an Internal ComplaintsCommittee to look into complaints relating to sexual harassment at work place receivedfrom any women employee.
There is 1 woman employee working in the Organization. The motive of the company is toprovide the protection against the Sexual Harassment of woman employee at the work placetherefore the company has setup the Internal complaints committee and the said committeehas framed policy for prevention of sexual harassment at work place in accordance with thesection 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. However during the year no complaints were received by the InternalComplaints committee for sexual harassment from any of the women employees of the company.
24. 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.
25. 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.
26. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
27. 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.
28. 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.
29. 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.
30. 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 2018the 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) theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 31 2018 and of the profit of thecompany for the year ended on that date; (c) the Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) the Directors had prepared the annualaccounts on a going concern basis; (e) the Directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and are operating effectively and; (f) The Directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems areadequate 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 : 30/05/2018 ||FOR PRATIKSHA CHEMICALS LIMITED |
| ||Sd/- |
| ||MR. JAYESH PATEL |
| ||DIRECTOR |
| ||(DIN:00401109) |