Mar 31, 2024
Your Directors have pleasure in presenting herewith their 33rd Annual Report on the business and
operation of the Company together with the Audited Statements of Accounts of the Company for the year
ended on 31st March, 2024.
The summarized Audited Standalone Financial Performance of your Company for the Financial Year
2023-24 and the previous Financial Year 2022-23 is tabled below:
fPc In I aklicl
|
PARTICULARS |
2023-24 |
2022-23 |
|
Revenue from Operations |
1029.95 |
973.09 |
|
Other income |
4.72 |
23.61 |
|
Total Income |
1034.68 |
996.70 |
|
Profit/loss before Depreciation, Finance |
74.41 |
66.3 |
|
Less: Depreciation |
30.97 |
35.57 |
|
Profit/loss before Finance Costs, |
43.44 |
30.73 |
|
Less: Finance Cost |
31.99 |
18.64 |
|
Profit/loss before Exceptional items and |
11.45 |
12.09 |
|
Less: Exceptional Items |
- |
- |
|
Profit / (Loss) Before Tax |
11.45 |
12.09 |
|
Provision for Tax & Deferred Tax |
6.15 |
3.3 |
|
Profit / (Loss) After Tax |
5.30 |
8.79 |
|
Other Comprehensive income (net of tax |
- |
- |
|
Total Comprehensive income |
5.30 |
8.79 |
? Total Income increased to Rs.1034.68 Lakhs in comparison to Rs. 996.70 Lakhs of Previous
Financial Year 2022-23.
? PBT decreased to Rs. 11.45 Lakhs in comparison to Rs.12.09 Lakhs of Previous Financial Year
2022-23.
? PAT decreased to Rs. 5.30 Lakhs in comparison to Rs. 8.79 Lakhs of Previous Financial Year 2022¬
23.
? EPS decreased to Rs. 0.10 in comparison to Rs. 0.16 of Previous Financial Year 2022-23.
Further, the Audited Standalone Financial Statements for the Financial Year 2022-23, forming part of this
Annual Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards
(Ind-AS) as notified by the Ministry of Corporate Affairs (MCA) and The Securities Exchange Board of
India (SEBI) read with the provisions of Section 133 of the Companies Act, 2013 and Companies (Indian
Accounting Standard) Rules, 2015.
Company is an industry representing color pigment companies in Ahmedabad, India. The company is
engaged into manufacturing business of Pigment Green 7 & Copper Phthalocyanine Green Crude. It
represents small, medium, and large color pigments manufacturers throughout India, accounting for the
bulk of the production of color pigments in India.
The company supplies superior quality Pigment Green 7 all over India. The manufacturing unit of the
Company is located at Sanand, Dist. Ahmedabad. Color pigments are widely used in product compositions
of all kinds, including paints, inks, plastics, glass, synthetic fibers, ceramics, coloredcement products,
textiles, cosmetics, and artists'' colors.
You will be noted that during 2023-24 your company has clocked revenue from operation at Rs. 1029.95
Lakhs as compared to Rs. 973.09 Lakhs in the previous financial year 2022-23. The Profit after tax was
Rs. 5.30 Lakhs during the year. The company''s focus now is to grow the topline while maintaining the
profitability. Operating in the present, with an eye on the future, we are driven by our grow and deliver
strategy.
? SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The Company is currently
engaged in only one business i.e. manufacturing business of Pigment Green 7 & Copper
Phthalocyanine Green Crude. Accordingly, there is no segment of business activity of the
Company.
⢠CHANGE IN STATUS OF THE COMPANY: The status of the company has not been changed during
the financial year 2023-24.
⢠KEY BUSINESS DEVELOPMENTS; The manufacturing units has a well-equipped laboratory
assisted by a team of chemists and researchers for consistent Research and Development and
support the Quality Control System which keeps an eye on the production process to yield the
best from these production units.
⢠CHANGE IN THE FINANCIAL YEAR: The Company has not changed its financial year during the
year
⢠CAPITAL EXPENDITURE PROGRAMMES: Not Applicable
material events have occurred during the financial year 2023-24 which impact on the affairs of
the Company.
The Board of Directors has not recommended any dividend during the financial year 2023-24.
The company has not transferred any amount to reserves during the financial year 2023-24.
Your Company is having dynamic, qualified, experienced, committed and versatile professionals in
the Management of the Company. In pursuance to provisions of Section 203 of the Companies Act,
2013 (âthe Actâ) read with relevant Rules there under, the personnel of the Company who acted as
âKey Managerial Personnelâ during the year under review are as appended below:
|
Name of Key Managerial Personnel |
Designation |
|
MR. HARISHBHAI BHATT |
Whole Time Director |
|
MR. JAYESH KANTILAL PATEL* |
CFO & Director |
|
Mrs. MONIKA JAYESHBHAI CHAUHAN |
Non-Executive Director |
|
MR. UPENDRA LAJJASHANKAR |
Non-Executive - Independent Director |
|
MR. SOMABHAI ZAVERBHAI PATEL*** |
Non-Executive - Independent Director |
|
Mr. ALKESH VISHNUPRASAD JOSHI |
Non-Executive - Independent Director |
|
Ms. JIGISHA ASHVINKUMAR KADIA |
Company Secretary & Compliance Officer |
*Pursuant to the provisions Section 152(6) of the Companies Act, 2013, Mr. Jayesh Patel (DIN:
00401109), Director of the Company retires by rotation at the forthcoming Annual General Meeting
and being eligible, offer herself for reappointment.
The Composition of the Board of Directors and Key Managerial Personnel of the company has not
been changed during the financial year 2023-24.
**Mr. Upendra Adhvaryu passed away on 8th June,2024 after the completion of Financial Year 2023¬
24 and
Mr Paresh Shah is appointed by board as additional non-executive independent director effective
from 13th August,2024 and he is proposed to be regularized and appointed as Non -executive
Independent Director subject to approval of the shareholders in the Annual General Meeting for the 5
consecutive year from the conclusion of 33rd Annual General Meeting till conclusion of 38th Annual
General Meeting to be held in year 2029
*** Mr. Somabhai Zaverbhai Patel, the Independent director''s term will be completed in this Annual
General Meeting.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-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 the Code for Independent Directors
prescribed in Schedule IV to the Act.
Further, all the Directors of the Company have confirmed that they are not disqualified from being
appointed as Directors in terms of Section 164 of the Companies Act, 2013.
During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/Committee of the Company.
During the Financial Year under review, the Board of Directors of the Company met for 5 (Five) times
for various agenda items of the Company, the same which were circulated well in advance to the
Board.
The following are the dates on which the Board Meetings and Committee Meeting held during the
year under review:
|
Sr. No. |
Board Meeting |
Audit Committee Meeting |
Stakeholder Committee Meeting |
NRC Committee Meeting |
Independent Director Meeting |
Internal Complaints Committee |
|
|
1. |
23-05-2023 |
23-05-2023 |
30-06-2023 |
12-08-2023 |
13-02-2024 |
13-02-2024 |
|
|
2. |
12-08-2023 |
12-08-2023 |
30-09-2023 |
13-02-2024 |
|||
|
3. |
09-11-2023 |
09-11-2023 |
30-12-2023 |
||||
|
4. |
11-12-2023 |
13-02-2024 |
33-03-2024 |
||||
|
5. |
13-02-2024 |
||||||
The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013. The necessary quorum was present at the meetings.
The company has several committees which have been established as a part of best corporate
governance practices and are in compliance with the requirements of the relevant provisions of
applicable laws and statues.
The Board has constituted following Committees:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholderâs Relationship Committee
> Internal Complaints Committee
The details with respect to the compositions, powers, roles, terms of reference etc. of relevant
committees are given in detail in the âReport on Corporate Governanceâ of the company which forms
part of this Annual Report.
The Annual Return of the Company as on March 31, 2023 is available on the Companyâs website and
can be accessed at (www.pratikshachemicals.com.).
M/S. CHANDBHAOY & JASSOOBHOY, Chartered Accountants, (F.R. NO. 101648W) had been appointed
as statutory auditors of the company at the Annual General Meeting held on 27th September, 2019 to
hold office for 5 (five) consecutive years up to the end of financial year 2023-24.
As the term of auditor was up to 31st March 2024 the Company has proposed to re-appoint
M/S. CHANDBHAOY & JASSOOBHOY, Chartered Accountants, (F.R. NO. 101648W) as a statutory
auditor of the company for the consecutive period of five years up to the Financial Year 2028-29 in
the forthcoming Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part of this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Report. The Auditors comments on your company''s accounts for year ended March 31, 2024 are
self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f)
(i) of the Companies Act, 2013.
There are following qualifications, reservation or adverse remark or disclaimer made by Statutory
Auditor in its report:
1. The Company is accounting for Gratuity & Leave Encashment on cash basis. This is not
according with IND AS - 1 on "Presentation of Financial Statement" and IND AS-19 on
"Employee Benefits" prescribed by the Institute of Chartered Accounting of India and
contrary to provision contained in Section 133 of the Companies Act, 2013. The extent of non¬
compliance in terms of value is not ascertainable.
2. IND AS - 2 for "Inventories" has not been followed. The measurement and valuation methods
followed by the company as regards inventory are not in accordance with acceptable
methodology. we are not in a position to quantify the effect of this discrepancy on the
Profitability and Balance Sheet.
Further in Companies (Auditor''s Report) Order, 2016 as per subsection (11) of Section 143 of
Companies Act, 2013, the auditor has given following qualifications, reservation or adverse remark
1. The Company has not maintained proper records showing full particulars including
quantities details and situation of Property, Plants and Equipments and intangible assets.
The management has not certified the physical verification of Property Plants and
Equipments at reasonable intervals.
2. As informed to us by the management, the inventory has not been physically verified during
the year by the management. The procedures of physical verification of inventory followed by
the management are not reasonable and inadequate in relation to the size of the Company
and the nature of its business.
3. The Company has not deposited Provident fund dues since last 3 months and Employee state
insurance due since last 5 month of the financial year.
The Board of Directors has undertaken to take the corrective steps for the above mentioned
qualifications in current financial year.
10. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any
instance of fraud committed against the Company by its employees or officers under section 143(12),
the details of which need to be reported in Board''s Report.
Pursuant to provisions of 138 of the Companies Act, 2013, and Rule 13 of Companies (Accounts)
Rules, 2014, M/S. MAUKSH SHAH& ASSOCIATES, Chartered Accountants (Firm Registration No.
156115W)), Ahmedabad, has been appointed as an Internal Auditor of the Company for the Financial
Year 2023-24. The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its
assets, prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures. The reports of
Internal Audit are reviewed by the Audit Committee of the Board.
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 for maintaining cost record for the
financial year 2023-24.
Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. A. SHAH &
ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the
Secretarial Audit of the company for F.Y. 2022-23. The Report of the Secretarial Auditor for the F.Y.
2023-24 is annexed to this report as âAnnexure: Iâ to the Directors'' Report.
|
Sr. No |
Compliance Requirement |
Deviations |
Observations/ Remarks of |
|
1. |
Regulation 30 of Regulations,2015 and Para |
Delay in submission of |
The company has taken |
|
2. |
Regulation 27 of SEBI (LODR) Regulations, 2015. |
Delay in submission of non¬ |
The company has taken |
|
3. |
Regulation 30 of 2015 and Para A.4 of Part A of |
Delay in submission of |
The company has taken |
|
4. |
The company has made delay |
Delay in uploading of 2 days |
The company has taken |
The Board has on the recommendation of Nomination and Remuneration/ Compensation Committee
framed a policy on directors'' appointment and remuneration of Directors including criteria for
determining qualification, positive attributes, independence of directors and remuneration for
Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as
âAnnexure: II''.
The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013the
corporate governance requirements as prescribed by Securities and Exchange Board of India (âSEBIâ)
under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D
and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc. The performance of the committees was evaluated by the
board after seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual director
to the Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the independent Directors, at which the performance of
the Board, its committees and individual directors was also discussed.
Your Company has not accepted any fixed deposits from the public within the provisions of Section
73 to 76 of the Companies Act, 2013.Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the
Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not
applicable to your Company.
The Company has not earned any Foreign Exchange by the way of Export Sales and has not incurred
any Expenditure in Foreign Exchange during the Financial Year 2023-24.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism
for directors and employees to report genuine concerns has been established. The Vigil Mechanism
Policy has been uploaded on the website of the Company at www.pratikshachemicals.com under
investors / policy documents / Vigil Mechanism Policy link.
(a)Conservation of energy:
|
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. |
|
mn_ |
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 |
N.A. |
|
(iii) |
in case of imported technology (imported during the last three years reckoned from |
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 |
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.
All Related Party Transactions those were entered during the financial year were in ordinary 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 Related Party
Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on
the website of the Company at www.pratikshachemicals.com under investors/policy documents/Related
Party Transaction Policy.
The particulars of every contract or arrangements entered into by the Company with related parties
referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-
2 âAnnexure: III'' the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with
rule 8(2) of the Companies (Accounts) Rules, 2014.
In terms of provisions of Section 134(3)(g)of the Companies Act 2013, there was no Loans, Guarantees
Or Investments provided by company as per section 186 of the companies act, 2013. However The
Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as âAnnexure: IV''
and forms part of this Report.
A. The ratio of the remuneration of each director to the median employee''s remuneration and other
details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
forming part of this report as âAnnexure: V'' to the 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 and Remuneration of
Managerial Personnel) Rules, 2014 is not provided as no employee is being paid remuneration of
Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore Per Annum if employed
for the whole year.
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the company has setup the Internal complaints committee and the said
committee has framed policy for prevention of sexual harassment at work place in accordance with
the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
There were 22 employees working in the Organization during the financial year 2023-24. However,
during the year no complaints were received by the Internal Complaints committee for sexual
harassment from any of the women.
The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 is not applicable to our company for the financial year 2023-24.
Your Company treats its âHuman Resourcesâ as one of its most significant assets. The Company
continues its focus on retention through employee engagement initiatives and provides a holistic
environment where employees get opportunities to realize their potential. A number of programs
that provide focused people attention are currently underway. Your Company thrust is on the
promotion of talent internally through job rotation and job enlargement. The Company''s Health and
Safety Policy commits to provide a healthy and safe work environment to all employees.
There has been no change in the nature of business of the company during the year under review.
As per the corporate governance norms, a separate section on Management Discussion and Analysis
outlining the business of the Company is set out in Annexure forming part of this Report.
No significant and material orders were passed by the regulators or courts or tribunals impacting the
going concern status and Company''s operation in future.
No Event has occurred after the balance sheet date that representing the material changes and
commitment that affecting the Financial position of the company.
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, 2024, the applicable
accounting standards read with requirement set out under Schedule III to the Act, have been
followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at March 31, 2024 and of the profit of the company for the year
ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets 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 the company and that
such internal financial controls are adequate and are operating effectively and;
(f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
This is to inform you that the paid up equity Share capital of the Company and net worth of the Company
as on 31st March, 2024 does not exceed the stipulated criteria of rupees ten crore and rupees twenty five
crore respectively. Hence, Regulation - 17 to 27 and Regulation - 46 (2) (b) to (i) and para C, D and E
of Schedule V shall not apply to the Company and the Company is exempt from filing Regulation 27(2)
Corporate Governance Report to BSE under SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015.
Your Company has developed and implemented a Risk Management Policy which includes identification
of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.
Your Company has a risk identification and management framework appropriate to the size of your
Company and the environment under which it operates. The process involves identifying both external
and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are
being continuously identified in relation to business strategy, business continuity/contingency plans,
operations and transactions, statutory / legal compliance, financial reporting, information technology
system, cyber security and overall internal control framework.
The shareholding pattern as on 31st March, 2024:
|
SR NO |
No. of Shares held at t |
e end of the |
No. of Shares held at the end of the |
|||||||
|
Category of |
Demat |
Physical |
Total Shares |
Total % |
Demat |
Physical |
Total Shares |
Total % |
% Change |
|
|
(Shareholding of Promoter and Promoter Group) |
||||||||||
|
Indian |
||||||||||
|
1. |
INDIVIDUAL / |
2561140 |
0 |
2561140 |
45.98 |
2561139 |
0 |
2561139 |
45.98 |
0.00 |
|
Total Shareholding |
2561140 |
0 |
2561140 |
45.98 |
2561139 |
0 |
2561139 |
45.98 |
0.00 |
|
|
(B) Public shareholding |
||||||||||
|
2. |
NBFC Registered |
0 |
0 |
0 |
0 |
1800 |
0 |
1800 |
0.03 |
0.03 |
|
with RBI |
||||||||||
|
3. |
KMP |
0 |
0 |
0 |
0 |
100 |
0 |
100 |
0 |
0 |
|
4. |
BODIES CORPORATE |
433315 |
97500 |
530815 |
9.53 |
440164 |
97500 |
537664 |
9.65 |
0.12 |
|
5. INDIVIDUAL |
||||||||||
|
6. |
(CAPITAL UPTO |
1030822 |
723460 |
1754282 |
31.49 |
1007294 |
705060 |
1712354 |
30.75 |
-0.74 |
|
7. |
(CAPITAL |
273519 |
40000 |
313519 |
5.63 |
300619 |
40000 |
340619 |
6.11 |
0.48 |
|
8. |
ANY OTHERS |
|||||||||
|
9. |
HINDU UNDIVIDED FAMILY |
182423 |
2500 |
184923 |
3.32 |
188296 |
2500 |
190796 |
3.43 |
0.11 |
|
10. |
CLEARING MEMBER |
50504 |
0 |
50504 |
0.91 |
50302 |
0 |
50302 |
0.90 |
-0.01 |
|
11. |
NON RESIDENT |
175158 |
0 |
175158 |
3.14 |
175566 |
0 |
175566 |
3.15 |
-0.01 |
|
12. |
IEPF |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|
Total Public |
2145741 |
863460 |
3009201 |
54.02 |
2164141 |
845060 |
3009201 |
54.02 |
||
|
GRAND TOTAL |
4706880 |
863460 |
5570340 |
100 |
4725280 |
845060 |
5570340 |
100 |
||
During the year under review there is no Company which have become or ceased to be the Subsidiaries,
joint ventures or associate companies.
Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co¬
operation received from the financial institutions, banks, Government authorities, customers, vendors
and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the commitment shown by the
employees in supporting the Company in its continued robust performance on all fronts.
MR. JAYESH PATEL
DIRECTOR & CFO
(DIN:00401109)
Mar 31, 2014
The Members of,
M/s Pratiksha Chemicals Limited.
The Directors have pleasure in presenting the twenty-third Annual
Report of the Company together with the Audited Accounts for the
financial year ended on 31st March 2014.
1. Financial Results:
(Rs. in lacs)
Particulars 2013-14 2012-13
Profit (Loss) before Depreciation 37.02 36.87
Depreciation 35.59 35.52
Profit / (Loss) before Tax 1.42 1.34
Provision for Tax  Â
Profit / (Loss) after Tax 1.42 1.34
During the current year your company has achieved a reasonable level of
growth in terms of turnover as well as profit. We are hoping that the
phenomenal growth shall be achieved during the next coming years.
2. Dividend: .
On account of having accumulated losses, your directors did not
recommend any Dividend.
3. Future Prospects:
During the year under review, Company has concentrated mainly on
exports through merchant exporters. Company has good enquiries on hand,
which are quite prospective. Company has put more emphasis on quality
control comparable to international standard along with quality
measures for pollution control. In the times to come, your Directors
are quite hopeful of wiping out of loss through achieving better sales
target and cost conservative measures even though not compromising on
quality standard of the product.
4. Delisting from Ahmedabad Stock Exchange Ltd.:
During the year under review, Company is being voluntarily delisted
from the Ahmedabad Stock Exchange Limited.
5. Directors .
As per provisions of Section 152(6) of the Companies Act, 2013, Mr.
Somabhai Patel, Director liable to retire by rotation, offers himself
for re-appointment at the general meeting. Mr. Somabhai Patel and Mr.
Upendra Adhvaryu are being appointed as Independent Directors for
consecutive five financial years as per provisions of Section 149 of
the Companies Act, 2013. Mrs. Acharya Lalithamma Ramakrishnan is being
appointed as a Woman Director as per provisions of Section 149 of the
Companies Act, Necessary resolutions for the appointment
/re-appointment of the aforesaid directors have been included in the
notice convening the ensuing AGM and details of the proposal for
appointment / re- appointment are mentioned in the explanatory
statement of the notice. Your directors commend their appointment /
re-appointment. All the directors of the Company have confirmed that
they are not disqualified from being appointed as directors in terms of
Section 164 of the Companies Act, 2013 (Previously being Section 274(1)
(g) of the Companies Act, 1956).
6. Personnel
Your directors'' wish to place on record their appreciation for the
contribution to growth of the business made by employees at all levels.
Information as required pursuant to section 217(2A) of the companies
Act, 1956 has not been given, as it is not applicable.
7. Auditors
M/s H K Shah & Co., Chartered Accountants, Ahmedabad, Statutory Auditor
of the Company, (Firm Registration No.: 109583W) holds office until the
conclusion of the ensuring Annual General Meeting. As per newly
inserted Section 139 of the Companies Act, 2013, they are appointed for
a term of five consecutive financial years, for which necessary
resolution is put to vote in this AGM, as stated in the item no. 3 of
the notice, they are eligible for appointment to conduct statutory
audit. The company has received certificate from the auditor to the
effect that their appointment if made, would be within the prescribed
limits under the Companies Act.
Notes to the accounts referred to in Auditor''s report are self
explanatory and therefore do not call for any further comments.
8. Deposits
During the year under review, Company has not accepted inter corporate
Deposits, which falls under Section 58A of Companies Act, 1956.
9. Energy. Technology And Foreign Exchange
The additional information required to be disclosed in terms of
notification No.1029 dated 31st December, 1998 issued by the Department
of Company Affairs, Ministry of Finance is not applicable.
10. Directors* Responsibility Statement
Pursuant to Section 217(2A) of Companies Act, 1956, the Directors
confirm that:
i. In the preparation of Annual Accounts, appropriate accounting
standard have been followed.
ii. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give true and fair view of state of affairs of the
company at the end of financialyear ended 31st March, 2014.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safe guarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on going concern basis. .
11. Auditor''s Qualification
Auditors have qualified their report to the members of the Company. In
this , connection directors of the Company have discussed the same at
arm''s length on the recommendation of audit committee and have
intimated to take necessary action so as to show fair view of state of
affairs of the company in the coming financial year. The Auditor has
drawn particular attention on the following matters:
(I) Adhering to significant accounting policy, the Company is
accounting for Gratuity & Leave encashment on cash basis. This is not
in accordance with AS-1 and AS-15, prescribed by the ICSI.
(II) AS-2 relating to valuation of inventories has not been followed.
(III) Balances of unsecured loans, other liabilities, Creditors,
Debtors, Loans & Advances are subject to confirmation by the parties
concerned and reconciliation thereof in subsequent years.
12. Report on Corporate Governance
Compliance Report on Corporate Governance is a part of Annual Report is
annexed herewith.
13. Acknowledgements
Your Directors wish to place on record their appreciation of the whole
hearted co-operation extended to company from various departments of
the central and state governments, company'' bankers and financial
institutions and employees of the company and look forward for the same
cordial relationship in coming years.
Place: ahmedabad By order of the Board of Directors,
Date: 14/08/2014 FOR PRATIKSHA CHEMICALS LTD.
sd
CHAIRMAN
(Mr. Harish Bhatt)
(DIN: 00400765)
Mar 31, 2010
The Directors have pleasure in presenting Sixteenth Annual Report of
the Company together with the Audited statements of Accounts for the
financial year ended on 31s1 March 2010.
1. FINANCIAL RESULTS : (Rs. in Lacs)
PARTICULARS FINANCIAL YEAR PREVIOUS YEAR
2009-2010 2008-2009
Profit/(Loss) before Depreciation 37.43 26.44
Depreciation 33.00 34.35
Profit(Loss) before Tax 4.43 (7 91)
Provision for Tax
Profit/(Loss} after Tax 4.53 (4.81)
2. DIVIDEND :
On account of accumulated losses, your directors did not recommend any
dividend
3. OPERATIONS :
During the year under review, despite of slack industrial market and
liquidity crisis, company has achieved turnover of Rs.595.83 Lacs,
which is quite reasonable. Company has made nominal profit during the
year, which was overshadowed by huge accumulated losses.
4. FUTURE PROSPECTS :
During the year under review, Company has concentrated mainly on
exports through merchant exporters. Company has good enquiries on hand,
which are quite prospective. Company has put more emphasis on quality
control comparable to international standard along with quality
measures for pollution control. In the times to come, your Directors
are quite hopeful of wiping out of loss through achieving better sales
target and cost conservative measures even though not compromising on
quality standard of the product.
5. DIRECTORS :
Shri Upendra Adhvaryu, Director of the company retires by rotation and
is eligible for reappointment.
6. PERSONNEL:
Your directors wish to place on record their appreciation for the
contribution to growth of the business made by employees at all levels.
Information as required pursuant to section 217(2A) of Companies Act
1956 has not been given, as it is not applicable.
7. AUDITORS :
W/s. H.K. Shah & Co. Chartered Accountants. Ahmedabad, auditors of the
company holds office up to the conclusion of AGM and being eligible
offers themselves for reappointment.
8. DEPOSITS :
During the year under review, the company has not accepted any deposit
falling under section 58 A of Companies Act, 1956.
9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :
The additional information required to be disclosed in terms of
notification No. 1029 dated 31st December 1998 issued by the Department
of Company Affairs, Ministry of finance is appended hereto and form
part of this report. During the year under review, there has been an
earning and outgo of foreign exchange, details of which is given in
item no. 12(G) & (H) to notes to Accounts. The company does not have
any imported technology.
10. AUDITORS QUALIFICATION :
As Auditors of the company has qualified their report to the members of
the company. In this connection, Board of directors of the company have
discussed the same at arms length on the recommendation of audit
committee and have initiated action to take necessary steps so as to
show true and fair view of state of affairs of the company in the
coming financial year.
11. REPORT ON CORPORATE GOVERNANCE :
Report of Director on corporate governance is a part of Annual Report
and is annexed is annexure -A.
12. MANAGEMENT DISCUSSIONS AND ANALYSIS :
Report on Management Discussion and Analysis is annexed in Annexure-B.
13. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, the Directors
Confirm that :
- in the preparation of the annual accounts, the applicable accounting
standards have been followed;
- appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give true and fair view of the state affairs of the
company at the end of the financial year ended 31st March, 2010 and the
profit and loss account for the year ended 31st March, 2010;
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
- The annual accounts have been prepared on a going concern basis
14. ACKNOWLEDGEMENTS :
Your Directors wish to place on record their appreciation of the
whole-hearted co-operation extended to company from various departments
of the central and state governments, companys bankers and financial
institutions and employees of the company and look forward for the same
cordial relation ship in coming years.
ON BEHALF OF BOARD OF DIRECTORS
sd/-
PLACE : AHMEDABAD SHRI H. K. BHATT
DATE: 22/18/2010 Whole Time Director
Mar 31, 2009
The Directors have pleasure in presenting Fifteenth Annual Report of
the Company together with the Audited statements of Accounts for the
financial year ended on 31st March 2009.
1. FINANCIAL RESULTS (Rs in Lacs)
PARTICULARS FINANCIAL YEAR PREVIOUS YEAR
2008-2009 2007-2008
Profit/(Loss) before Depreciation 29.67 (63.25
Depreciation 34.35 34.42
Profit/(Loss) before Tax (04.68) (97.68)
Provision for Tax -- 00.05
Profit/(Loss) after Tax (04.68) (97.73)
2. DIVIDEND
On account of accumulated losses, your directors did not recommend any
dividend.
3. OPERATIONS
During the year under review, despite of slack industrial market and
liquidity crisis, company has achieved turnover of Rs.415.80 Lacs,
which is quite reasonable. Company has made loss during the year, which
was overshadowed by huge accumulated losses and unprovided depreciation
for previous years.
4. FUTURE PROSPECTS
During the year under review, Company has concentrated mainly on
exports through merchant exporters. Company has good enquiries on
hand, which are quite prospective. Company has put more emphasis on
quality control comparable to international standard along with quality
measures for pollution control. In the times to come, your Directors
are quite hopeful of wiping out of loss through achieving better sales
target and cost conservative measures even though not compromising on
quality standard of the product.
5. DIRECTORS
Shri Somabhai Patel, Director of the company retires by rotation and is
eligible for reappointment.
6. PERSONNEL
Your directors wish to place on record their appreciation for the
contribution to growth of the business made by employees at all levels.
Information as required pursuant to section 217(2A) of Companies Act,
1956 has not been given, as it is not applicable.
7. AUDITORS
M/s. H.K. Shah & Co; Chartered Accountants, Ahmedabad, auditors of the
company holds office up to the conclusion of AGM and being eligible
offers themselves for reappointment.
8. DEPOSITS
During the year under review, the company has not accepted any deposit
falling under section 58 A of Companies Act, 1956.
9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The additional information required to be disclosed in terms of
notification No. 1029 dated 31st December 1998 issued by the Department
of Company Affairs, Ministry of finance is appended hereto and form
part of this report. During the year under review, there has been an
earning and outgo of foreign exchange, details of which is given in
item no. 12(G) & (H) to notes to Accounts. The company does not have
any imported technology.
10 AUDITORS QUALIFICATION:-
As Auditors of the company has qualified their report to the members of
the company. In this connection, Board of directors of the company have
discussed the same at arms length on the recommendation of audit
committee and have initiated action to take necessary steps so as to
show true and fair view of state of affairs of the company in the
coming financial year.
11 REPORT ON CORPORATE GOVERNANCE
Report of Director on corporate governance is a part of Annual Report
and is annexed is annexure -A.
12. MANAGEMENT DISCUSSIONS AND ANALYSIS
Report on Management Discussion and Analysis is annexed in Annexure-B.
13.DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, the Directors
Confirm that: in the preparation of the annual accounts, the applicable
accounting standards have been followed; appropriate accounting
policies have been selected and applied consistently and judgments and
esti- mates made that are reasonable and prudent so as to give true and
fair view of the state o affairs of the company at the end of the
financial year ended 31st March, 2009 and the profit and loss account
for the year ended 31st March, 2009;
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
The annual accounts have been prepared on a going concern basis.
14. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
whole-hearted co-operation extended to company from various departments
of the central and state governments, companys bankers and financial
institutions and employees of the company and look forward for the same
cordial relation ship in coming years.
PLACE: AHMEDABAD ON BEHALF OF BOARD OF DIRECTORS
Sd/-
DATE: 22/08/2009 SHRI H.K. Bhatt
Whole Time Director
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