PUROHIT CONSTRUCTION LIMITED
Your directors have pleasure in presenting 31st Annual Report together with the AuditedFinancial Statements and Auditors' Report thereon for the year ended on 31st March 2022.
1. FINANCIAL RESULTS: Rs. in Thousands
|Particulars || |
| ||For the year ended March 312022 ||For the year ended March 312021 |
|Total Income (incl. Other Income) ||2713 ||1456 |
|Financial Expenses ||15 ||33 |
|Depreciation ||430 ||802 |
|Profit/ (Loss) Before Taxation ||(7465) ||(11774) |
|Exceptional Item || ||6975 |
|Less: Provision for Income Tax ||-- ||31 |
|Less: Provision for Deferred Tax ||48 ||(25) |
|Profit After Taxation ||(7513) ||(18755) |
|Less: Prior Period adjustment ||- ||- |
|Transferred to General Reserve ||- ||- |
|Surplus Brought Forward ||(4315) ||14441 |
|Net Balance carried to Balance Sheet ||(11828) ||(4315) |
2. OPERATIONS/STATE OF AFFAIRS :
The Company has completed all the projects on hand and is long for the potentialredevelopment projects and has accepted real estate development project during the year.As the industry recovering from the slowdown impact of Covid-19 pandemic and raising costof basic materials required which affected the negatively to the industry and itscustomers. Your company is effortlessly doing its best to recover from the economicslowdown due to pandemic and generate revenue from every potential opportunity. The totalincome of the Company has been increased from 1456 Thousands in previous year to Rs. 2713Thousands in current year. Consequently the Loss before tax of the Company has beendeclined from Rs. 11774 Thousands to Rs. 7465 Thousands and Loss after Tax from Rs. 18755Thousands to Rs. 7513 Thousands in the current financial year.
3. DIVIDEND :
In view of losses the board of directors are unable to recommend any dividend for thefinancial year.
4. AMOUNT TRANSFERRED TO RESERVES:
During the year Company has not transferred any amount to reserves.
The Company has not accepted any deposit from public during financial year.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:
No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31st March 2022 and the date of the Board's Report.
7. CHANGE IN THE NATURE OF BUSINESS:
During the year under review there was no change in the nature of business.
8. CHANGES IN SHARE CAPITAL:
During the year under review there was no change in the Company's issued subscribedand paid - up equity share capital. As on March 31 2022 it stood at Rs. 44056000/-consisting of 4405600 equity shares of Rs. 10/- each.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
9.1 Shri Saumil Purohit Joint Managing Director of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible has offered himself forreappointment. The Board recommends reappointment.
9.2 Retirement of Independent Directors: Pursuant to the provisions of Section 149 ofthe Companies Act 2013 read with the rules framed thereunder and Regulation 16 and 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended fromtime to time the second term of Shri Mahendra Sanghani Shri Nishitkumar Gohil and Smt.Jagrutiben Shah as Independent Directors will be completed on 12th September 2022 andaccordingly they will cease to be Independent Directors of the Company from closing ofbusiness hours of 12th September 2022.
The Board places on record its appreciation for the services rendered by them duringtheir tenure as Independent Directors of the Company.
9.3 Appointment of Independent Directors: In accordance with the provisions of Section149 161 and other applicable provisions if any of the Companies Act 2013 and the rulesframed thereunder the Board of Directors of the Company at their meeting held on 9thJuly 2022 have appointed following as an Additional Directors (categorized as anIndependent Director) of the Company w.e.f. 9th July 2022 to hold office till theensuring Annual General Meeting.
Their appointment is subject to approval of shareholders at next General meeting orwithin three months from the date of their appointment whichever is earlier. Theresolutions proposing their reappointment are set out in the notice convening the AnnualGeneral Meeting.
1. Shri Karan Sudhirkumar Shah
2. Smt. Fatima Iyer
3. Shri Daarrpan Rajesh Shah
As the tenure of Shri Narendra Purohit as Managing Director and Shri Saumil Purohit asJoint Managing Director will expire on 31.03.2022 and 31.12.2022 the board of Directorhave proposed their reappointment.
Shri Narendra Purohit has re-appointed as a Managing Director (Key ManagerialPersonnel) and payment of remuneration for further period of five years and remunerationfor the period of three years with effect from 1st April 2022.
Shri Saumil Purohit is re-appointed as a Joint Managing Director (Key ManagerialPersonnel) for further period of three years with effect from 1st January 2023.
The Board recommends appointment of aforementioned Directors.
9.4 Declaration by Independent Directors
Pursuant to the provisions of Section 134 of Companies Act 2013 with respect to thedeclaration given by the Independent Directors of the Company under Section 149(6) of theCompanies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149 (6) and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time and theIndependent Directors have confirmed that they were not aware of any circumstances orsituation which exists or may be anticipated that could impair or impact their ability todischarge their duties.
9.5 Policy on Appointment and Remuneration of Directors KMP and Senior ManagementPersonnel.
The Policy of the Company on Appointment and remuneration of Directors Key ManagerialPersonnel and other employees of the company pursuant to sub - Section (3) of Section 178is appended as Annexure 1 to this Report. The Policy has been posted on the website of theCompany http:/ /www.purohitconstruction.com/InvestorRelations.aspx Further the Board isof the opinion that the Independent Directors of the Company possess requisitequalifications experience (including the proficiency) and expertise in their respectivefields and that they hold highest standards of integrity. In terms of Regulations 25(8) ofthe Listing Regulations the Independent Directors have confirmed that they are not awareof any circumstance or situation which exists or may be anticipated that could impair orimpact their ability to discharge their duties.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The policy and details of familiarization programme imparted to the IndependentDirectors of the Company has been kept on the website of the Company at the link: http://
9.6 Formal Annual Evaluation Process by Board:
The Company has in place a formal mechanism for evaluating its performance as well asthat of its Committees and individual Directors including the Chairman of the Board. TheBoard after taking into consideration the criteria of evaluation laid down by theNomination and Remuneration Committee in its policy such as Board Composition level ofinvolvement performance of duties attendance etc. had evaluated its own performance theperformance of its committees and Independent Directors (excluding the Director beingevaluated) and that of the Chairman. The performance evaluation of Non-IndependentDirectors was carried out by the Independent Directors in their separate meeting held.
The Board of Directors was satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of section 134 (5) of the Companies Act 2013 in relation to financialstatements for the year the Board of Directors state that:
(a) In the preparation of Annual Accounts for the period ended March 31 2022 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.
(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 at the end of the financial year and ofthe Loss of the Company for the year ended March 31 2022.
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
11. NUMBER OF MEETINGS OF BOARD:
During the year under review six meetings of the Board of Directors were held on 27thMay 2021 7th August 2021 11th October 2021 28th October 2021 17th December 2021and 8th February 2022. This intervening gap between any two meetings was within theperiod prescribed by the Companies Act 2013.
12. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:
Details pertaining to remuneration and other details as required under Section 197 (12)of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure 2 to this report.
In terms of provisions of Section 136(1) of the Act the Annual Report excluding thedisclosures pertaining to remuneration and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is being sent to the members of the Company. The saidinformation is open for inspection at the registered office of the Company during workinghours except on Saturday and Sunday till the date of Annual General Meeting and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.
13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:
The Policy on materiality of related Party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitehttp://www.purohitconstruction.com/InvestorRelations.aspx
There were no material related party transactions during the year and hence reportingunder prescribed format of AOC-2 will not come.
14. AUDITORS AND AUDITORS' REPORT:
14.1 STATUTORY AUDITORS:
Pursuant to the provisions of the Section 139 of Companies Act and the Rules madethereunder at the AGM of the Company held on September 27 2019 M/s. Parekh Parekh andAssociates Chartered Accountants (Firm Reg. No. 132988W) were appointed as StatutoryAuditors of the Company till the conclusion of the AGM to be held for the financial yearending on 31st March 2024. However they have tendered their resignation to act as theStatutory auditors of the Company with effect from 14th May 2022.
In view of casual vacancy the Company had approached M/s. Naresh J Patel & Co.Chartered Accountant (FRN: 123227W) for their appointment as Statutory Auditors of theCompany. They have consented to act as the Statutory Auditors of the Company and have alsogiven the confirmation to the effect that their appointment if made by the Company wouldbe within the limits prescribed under Section 139 of the Companies Act 2013. AccordinglyBoard has appointed them as Statutory Auditors of the Company w.e.f. 18th May 2022 tillthe conclusion of ensuing Annual General Meeting.
Further as per provision of Section 139 of the Companies Act 2013 the statutoryauditor shall be appointed by the members for the term of 5 consecutive years.
Accordingly a resolution seeking members' approval for their appointment as StatutoryAuditors of the Company for the period of 5 consecutive years from the conclusion of thisAnnual General Meeting till the conclusion of Annual General Meeting to be held for thefinancial year 2026-27 is proposed. The Board recommends passing of the proposedresolution.
The Auditors' Report does not contain any qualification reservation adverse remark ordisclaimer.
14.2 INTERNAL AUDITORS:
The Board on the recommendation of Audit Committee had appointed M/s. Paresh Rupabhinda& Associates Chartered Accountants (FRN: 135056W) as an Internal Auditors for thefinancial year 2022-23.
14.3 SECRETARIAL AUDITORS:
The Board on the recommendation of Audit Committee had appointed M/s. Parikh Dave &Associates Practicing Company Secretaries as the Secretarial Auditors for the financialyear 2022-23.
The report of Secretarial Auditors is annexed as Annexure 3. Their report does notcontain any adverse remark or observation. During the year under review neither thestatutory auditors nor the secretarial auditors has reported to the Audit committee underSection 143 (12) of the Companies Act 2013 any instances of fraud committed against theCompany by its officers or employees the details of which would need to be mentioned inthe Board's report.
15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a proper and adequate system of internal control in all spheres of itsactivities to ensure that all its assets are safeguarded and protected against loss fromunauthorized use or disposition and that the transactions are authorized recorded andreported diligently.
The Company ensures adherence to all internal control policies and procedures as wellas compliances with all regulatory guidelines.
The Audit Committee of the Company periodically reviews the adequacy of internalfinancial controls.
16. SECRETARIAL STANDARDS:
The Board of Directors of the company has complied with applicable SecretarialStandards issued by The Institute of Company Secretaries of India.
17. INDUSTRIAL RELATIONS:
The Company has maintained cordial relations with the employees of the Companythroughout the year. The Directors wishes to place on record sincere appreciation for theservices rendered by the employees of the Company during the year.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
19. RISK MANAGEMENT:
The Company has formulated the Risk Management Policy in order to safeguard theorganization from various risks through timely actions and to mitigate the effect of riskbearing impact on the Business.
In the opinion of the Board there has been no identification of element of Risk thatmay threaten the existence of the Company.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees Investment and Advances made if any are mentioned innotes to the Financial Statement.
21. ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act the Copy of Annual Returnof the Company for the financial year ended March 31 2022 is placed on the Company'swebsite at www.purohitconstruction.com.
22. AUDIT COMMITTEE:
As on 31st March 2022 the Audit committee consist of following members:
1. Mr. Mahendra Harkishandas Sanghani Chairman: Non-Executive / Independent
2. Mr. Nishitkumar Bhikhubhai Gohel Member: Non-Executive / Independent
3. Ms. Jagrutiben Hitenbhai Shah Member: Non-Executive / Independent
During the year under review four committee meetings were held on (1) 27th May 2021(2) 7th August 2021 (3) 28th October 2021 and (4) 8th February 2022 which has beenattended by all the three members.
The recommendations of Audit Committee were duly accepted by the Board of Directors.
23. SUBSIDIARIES COMPANIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries Associates or Joint Venture Companies.
24. SAFETY HEALTH AND ENVIRONMENT:
(a) Safety: The Company encourages a high level of awareness of safety issues among itsemployees and strives for continuous improvement. All incidents are analysed in the safetycommittee meetings and corrective actions are taken immediately. Employees are trained insafe practices to be followed at work place.
(b) Health: Your Company attaches utmost importance to the health of its employees.Periodic checkup of employees is done to monitor their health. Health related issues ifany are discussed with visiting Medical Officer.
(c) Environment: Company always strives hard to give importance to environmental issuesin normal course of operations. Adherence to Environmental and pollution control Norms asper Gujarat Pollution Control guidelines is of high concern to the Company.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Companies Act 2013 read with the rules made thereunderand the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a Vigil Mechanism for directors andemployees to report genuine concerns about any instance of any irregularity unethicalpractice and/or misconduct. The policy is available on the website of the Companyhttp://www.purohitconstruction.com/InvestorRelations.aspx
It is affirmed that no personnel of the Company have been denied access to the AuditCommittee during the year under review.
26. MAINTENANCE OF COST RECORDS:
The Company is not required to maintain any cost records prescribed under section 148of the Companies Act 2013 and rules made thereunder.
27. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Considering gender equality the Company has zero tolerance for sexual harassment atworkplace. The Company has an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
No complaints were received during the year.
This policy is posted on the website of thehttp://www.purohitconstruction.com/InvestorRelations.aspx
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Statement of particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earning and Outgo pursuant to provisions of 134 of theCompanies Act 2013 is given in Annexure 4 to this Report.
29. CODE OF CONDUCT:
The Company has laid down a Code of Conduct applicable to the Board of Directors andSenior management which is available on Company's website. All Board members and seniormanagement personnel have affirmed compliance with the Code of Conduct.
30. CODE OF FAIR DISCLOSURE:
As required under the new Insider Trading Policy Regulations of SEBI your directorshave framed new Insider Trading Regulations and Code of Internal Procedures and Conductsfor Regulating Monitoring and Reporting of Trading by Insider. For details please referto the company's website on following linkhttp://www.purohitconstruction.com/InvestorRelations.aspx.
31. ENHANCING SHAREHOLDERS' VALUE:
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
The Company has taken adequate insurance to cover its assets.
Your company's shares are listed with The BSE Limited Mumbai. (Stock Code: - 538993)and Ahmedabad Stock Exchange Limited (scrip code: - PCL). The Company has already paidAnnual Listing fees to BSE Limited.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI (LODR) Regulations the Management Discussion and Analysis report isattached herewith as Annexure-5.
35. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers vendors andother business partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||FOR PUROHIT CONSTRUCTION LIMITED |
| ||Narendra Purohit |
|Date : 18/07/2022 ||Chairman & Managing Director |
|Place : Ahmedabad ||(DIN: 00755195) |