Your Directors are pleased to present the 37th ANNUAL REPORT together withthe Audited Financial Statements for the Financial Year 2020-21 ended 31st March2021.
1. FINANCIAL RESULTS:
(Rs. in Lakh)
|Particulars ||2020-21 ||2019-20 |
|Operating Profit (Before Interest & Depreciation) ||7.56 ||94.07 |
|Less: Interest ||66.32 ||62.93 |
|Profit/(Loss) before Depreciation ||(58.75) ||31.14 |
|Less: Depreciation ||6.60 ||6.41 |
|Profit/(Loss) Before Tax ||(65.35) ||24.73 |
|Less: Provision for taxation ||- ||2.45 |
|(Add)/ Less: Tax of earlier years ||- ||(2.00) |
|Profit/(Loss) for the year after Tax ||(65.36) ||24.27 |
|(Debit) Balance brought forward from Previous year ||(868.56) ||(892.84) |
|(Debit) Balance carried to Balance Sheet ||(933.91) ||(868.56) |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2021 and date of this report.
In view of the large accumulated losses your Directors regret their inability torecommend any dividend on the Equity Shares of the Company.
3. SALES & WORKING RESULTS:
The Company has generated revenue from operations of Rs.27.25 lakh during the yearunder review as compared to Rs.1647.69 lakh during 2019-20. The Company has earned otherincome of Rs.0.78 lakh during the year under review during the year under review ascompared to Rs. 9.34 lakh during 2019-20. The Profit before Interest and Depreciationduring the year 2020-21 was Rs.7.56 lakh as compared to Rs.94.07 lakh during the year2019-20. As the Company had to provide for Interest of Rs.66.32 lakh during the year underreview the Loss before Depreciation was Rs.58.75 lakh as compared to Profit beforedepreciation of Rs.31.14 lakh during 2019-20. The Company provided Rs. 6.60 lakh forDepreciation during the year under review. After adjusting for taxes the Net Loss for theyear under review stood at Rs.65.36 lakh as against Net Profit of Rs. 24.27 lakh during2019-20.
4.1 During the year under review the Company was generally regular in payment ofPrincipal and Interest to the Financial Institutions/Banks. The Company was enjoyingWorking Capital Facilities from Sarvodaya Commercial Co-op Bank Ltd. during the year underreview.
4.2 The Income tax and Sales tax Assessment of the Company have been completed up toAssessment Year 2015-16 and the Financial Year 2016 17 respectively.
5. COVID-19 PANDEMIC:
Due to outbreak of Covid-19 globally and in India the Companys management hasmade initial assessment of likely adverse impact on business and financial risks onaccount of Covid-19. There is slow down in the business of the Company due to lockdownwhich had impact on operations. However the management does not see any medium to longterm risks in the Companys ability to continue as a going concern and meeting itsliabilities and compliance with the debt covenants applicable if any.
6. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
With a view to have better administrative and other controls the Registered Office ofthe Company has been shifted from 106 Harikrupa Chambers Behind National ChambersAshram Road Ahmedabad 380 009 to 12th Floor -1201 City Center-2 B/S. Heer PartyPlot Nr. Shukan Mall Cross Road Science City Road Sola Ahmedabad - 380 060 with effectfrom 19th July 2021 after complying with necessary requirements of theCompanies Act 2013 and Rules made there under and Stock Exchange formalities.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of Annual Listing Fees. The Company has paid Listing fees up to the year 2021-22.
8. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March 2021 was Rs.65118000. As on 31st March 2021 the Company has not issued shares withdifferential voting rights nor granted stock options nor do sweat equity and none of theDirectors of the Company hold any convertible instruments.
Your Company does not propose to transfer any amount to general reserve.
10.1 One of your Directors viz. Ms. Payalben J. Patel (DIN: 03086759) retires byrotation in terms of the Articles of Association of the Company. However being eligibleoffers herself for reappointment.
10.2 The re-appointment of Ms. Nikita J. Patel (DIN:03092770) as Managing Director ofthe Company for a period of 3 years with effect from 23rd September 2020 to 22ndSeptember 2023 was approved by the members vide a special resolution passed at the 36thAnnual General Meeting.
10.3 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act. The IndependentDirector shall enroll his / her name in the Databank being maintained by Indian Instituteof Corporate Affairs to qualify as an Independent Director. The enrollment of IndependentDirectors has been completed and they have furnished the declaration affirming theircompliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6of Companies (Appointment & Qualification of Directors) Rules.
10.4 The Board of Directors duly met 5 times during the financial year under review.
10.5 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
10.6 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March2021 being end of the financial year 2020-21 and of the loss of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies safeguardingof assets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
12. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
|Sr. No. Name of the Director & Designation ||Remuneration for the year 2020-21 ||% increase over last year ||Parameters ||Median of Employees Remuneration ||Ratio ||Commission received from Holding/ Subsidiary |
|1. Nikita J. Patel Managing Director ||NIL ||N.A. ||- ||Rs. 229000/- ||N.A. ||N.A. |
The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Companys websitewww.promactimpex.com.
13. KEY MANAGERIAL PERSONNEL :
% INCREASE IN REMUNERATION OF DIRECTORS & KMP:
|Sr. No. Name of the Director & KMP ||Designation ||Percentage Increase (If any) |
|1. Ms. Nikita J. Patel ||Managing Director ||N.A. |
|2. Mr. Vipul Bhavsar ||CFO ||NIL |
|3. Mr. Parth B. Thakkar ||CS & Compliance Officer ||NIL |
14. PERSONNEL AND H. R. D.:
14.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful.
The relationship between average increase in remuneration and Companysperformance is as per the appropriate performance benchmarks and reflects short and longterm performance objectives appropriate to the working of the Company and its goals.
14.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.
15. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES
Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to theDirectors Report.
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arms length basis. During theyear the Company had not entered into any transactions with related parties which couldbe considered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website atwww.promactimpex.com.
16. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz NSDL and CDSL. The ISIN No. allotted is INE818D01011.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption are not applicable as there are no manufacturing activities duringthe year under review. The Company has not earned or spent any foreign exchange during theyear under review.
18. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance (on a voluntarybasis) Management Discussion and Analysis
(MDA) and a certificate regarding compliance with the conditions of CorporateGovernance are appended to the Annual Report as Annexure - A.
19. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure B.
20. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the draft AnnualReturn as on 31st March 2021 is available on the Companys websitewww.promactimpex.com .
21. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERSRELATIONSHIP COMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
At the 33rd Annual General Meeting held on 22nd September 2017M/s. B. M. Modi & Co. Chartered Accountants Ahmedabad were appointed as StatutoryAuditors of the Company to hold office for the period of 5 years i.e. for the financialyears 2017-18 to 2021-22.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.
The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
22.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
22.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
21.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
22.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status of the Company and its future operations.
22.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Companys policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.
22.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.
22.10 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
22.11 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
23. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
24. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.
26. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI your Directors haveframed and approved Insider Trading Policy for the Company i.e. Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information andCode of Conduct for Regulating Monitoring and Reporting of Trading by DesignatedPersons/Insiders. The Policy is available on the companys website.
Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co operation. Your Directors also place onrecord their grateful appreciation and co operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.
For and on behalf of the Board
Miteshkumar A. Patel
Place : Ahmedabad.
Date : 26th July 2021