Dear Members,
Your Directors are pleased to present the 39th ANNUAL REPORT together with
the Audited Financial Statements for the Financial Year 2022-23 ended 31st
March, 2023.
1. FINANCIAL RESULTS:
( In Lakh)
| Particulars |
2022-23 |
2021-22 |
| Operating Profit /(Loss) Before Interest & Depreciation |
123.80 |
(47.28) |
| Less: Interest |
61.98 |
65.02 |
| Profit / (Loss) before Depreciation |
61.81 |
(112.30) |
| Less: Depreciation |
6.52 |
6.52 |
| Profit / (Loss) Before Tax& Exceptional Items |
55.29 |
(118.82) |
| Exceptional Items (Loss on P&M sale) |
- |
(26.84) |
| Profit / (Loss) Before Tax |
55.29 |
(145.66) |
| Less: Provision for taxation |
3.25 |
- |
| (Add)/ Less: Deferred Tax |
- |
- |
| Profit / (Loss) for the year after Tax |
52.04 |
(145.66) |
| (Debit) Balance brought forward from Previous year |
(1079.58) |
(933.91) |
| (Debit) Balance carried to Balance Sheet |
(1027.54) |
(1079.58) |
There are no material changes and commitment affecting the financial position of the
Company which have occurred between 1st April, 2023 and date of this report.
2. DIVIDEND:
With a view to conserve the resources for the working capital requirement of the
Company, your Directors have not recommended any dividend for the year under review.
3. SALES & WORKING RESULTS:
The Company has generated revenue from operations of 158.91 lakh during the year
under review as compared to 7.34 lakh during 2021-22. The Company has earned other
income of 0.86 lakh during the year under review as compared to 0.85 lakh during
2021-22. The Profit before Interest and Depreciation during the year 2022-23 was 123.80
lakh as compared to Loss before Interest and Depreciation of 47.28 lakh during the year
2021-22. After providing for interest expenses, depreciation and exceptional items, Net
Profit for the year under review stood at 52.04 lakh as against loss of 145.66 lakh
for 2021-22.
4. FINANCE
4.1 During the year under review, the Company was generally regular in payment of
Principal and Interest to the Financial Institutions/Banks. The Company was enjoying
Working Capital Facilities from Sarvodaya Commercial Co-op Bank Ltd. during the year under
review.
4.2 The Income tax and Sales tax Assessment of the Company have been completed up to
Assessment Year 2015-16 and the Financial Year 2016 17 respectively.
5. LISTING:
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in
payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.
6. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March, 2023 was
6,51,18,000 divided into 65,11,800 equity shares of 10/- each. As on 31st
March, 2023, the Company has not issued shares with differential voting rights nor granted
stock options nor do sweat equity and none of the Directors of the Company hold any
convertible instruments.
7. RESERVES:
Your Company does not propose to transfer any amount to general reserve.
8. DIRECTORS:
8.1 One of your Directors viz. Ms. Nikita J. Patel (DIN: 03092770), retires by rotation
in terms of the Articles of Association of the Company. However, being eligible offers
herself for re-appointment.
8.2 Ms. Payalben J. Patel (DIN: 03086759) has resigned from her position as Director of
the Company w.e.f. 17th July, 2023.
8.3 Mr. Ravi L. Pa tel (DIN: 07941039) has resigned from the position of Independent
Director of the Company w.e.f. 17th July, 2023.
8.4 Ms. Nikita J. Patel (DIN:03092770) has resigned from her role as Managing Director
of the Company with effect from 17th July, 2023 and she continues to serve as a
Director on the Board of the Company in a non-executive role.
8.5 Mr. Ankit J. Patel (DIN:02351167) was elevated by the Board as Managing Director of
the Company for a further period of 3 years i.e. from 17th July, 2023 to 16th
July, 2026 subject to the approval of members at the ensuing Annual General Meeting.
8.6 Based on the recommendations of the Nomination and Remuneration Committee, it is
proposed to reappoint Mr. Akash D. Patel (DIN:07941021) as an Independent Director of the
Company for a second consecutive term of 5 years from the conclusion of the ensuing 39th
AGM up to the conclusion of the 44th AGM respectively and he will not be liable
to retire by rotation.
8.7 The Board of Directors duly met 5 times during the financial year under review.
8.8 The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with
the criteria of their independence laid down in Section 149(6) of the Act. The Independent
Director shall enroll his / her name in the Databank, being maintained by Indian Institute
of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent
Directors has been completed and they have furnished the declaration afirming their
compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6
of Companies (Appointment & Qualification of Directors) Rules.
8.9 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule
6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019
the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs, Manesar (‘IICA').
8.10 Brief profile of the Directors being appointed /re-appointed as required under
Regulation 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings
are provided in the Notice for the forthcoming AGM of the Company.
8.11 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual
Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management
etc. The exercise was carried out through an evaluation process covering aspects such as
composition of the Board, experience, competencies, governance issues etc.
8.12 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(ii) that the Directors had 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 at 31st March,
2023 being end of the financial year 2022-23 and of the profit of the Company for the
year;
(iii) that the Directors had taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other 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 the
Company and that such internal financial controls are adequate and were operating
effectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures.
10. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
| Sr. No. Name of the Director & Designation |
Remuneration for the year 2022-23 |
% increase over last year |
Parameters |
Median of Employees Remuneration |
Ratio |
Commission received from Holding/ Subsidiary |
| 1 Nikita J. Patel Managing Director |
NIL |
N.A. |
- |
2,16,000/- |
N.A. |
N.A. |
The Board of Directors has framed a Remuneration Policy that assures the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, Key Managerial Personnel and Senior Management to enhance the quality required
to run the Company successfully. All the Board Members and Senior Management personnel
have afirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company's website
www.promactimpex.com.
11. 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 |
NIL |
| 3. Mr. Vipul Bhavsar |
CFO |
NIL |
| 4. Mr. Parth B. Thakkar |
CS & Compliance Officer |
NIL |
* Change in designation from Manging Director to Director w.e.f. 17th July,
2023.
@ Mr. Ankit J. Patel was elevated as Managing Director post the closure of the
financial year under review w.e.f. 17th July, 2023.
12. PERSONNEL AND H. R. D.:
12.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful.
The relationship between average increase in remuneration and Company's performance is
as per the appropriate performance benchmarks and reflects short and long term performance
objectives appropriate to the working of the Company and its goals.
12.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of
Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees and Investments
covered under the provisions of Section 188 and 186 of the Companies Act, 2013
respectively are given in the notes to the Financial Statements attached to the Directors'
Report.
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm's length basis. During the year, the
Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at
www.promactimpex.com.
14. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the
depositories viz NSDL and CDSL. The ISIN No. allotted is INE818D01011.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information required under Section 134(3)(m) of the Companies Act, 2013 and rule
8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and
Technology Absorption are not applicable as there are no manufacturing activities during
the year under review. The Company has not earned or spent any foreign exchange during the
year under review.
16. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance (on a voluntary
basis), Management Discussion and Analysis (MDA) and a certificate regarding compliance
with the conditions of Corporate Governance are appended to the Annual Report as Annexure
- A.
17. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of
the Companies Act, 2013 from M/s. Nishant Pandya & Associates., Company Secretaries,
Ahmedabad. The said Report is attached with this Report as Annexure – B.
18. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual
Return as on 31stMarch, 2023 is available on the Company's website
www.promactimpex.com.
19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP
COMMITTEE:
The details of various committees and their functions are part of Corporate Governance
Report. The Board of Directors of the Company in their meeting held on 17th
July, 2023 has re-constituted various committees of the Company.
20. GENERAL:
20.1. AUDITORS:
STATUTORY AUDITORS:
At the 38th Annual General Meeting held on 19th September, 2022
M/s. Fenil P. Shah & Co., Chartered Accountants, Ahmedabad were appointed as Statutory
Auditors of the Company to hold office for the period of 5 years i.e. for the financial
years 2022-23 to 2026-27.
The remarks of Auditors are self-explanatory and have been explained in Notes on
Accounts.
20.2 INSURANCE:
The movable and immovable properties of the Company and stocks wherever necessary and
to the extent required have been adequately insured against the risks of fire, riot,
strike, malicious damage etc. as per the consistent policy of the Company.
20.3 DEPOSITS:
The Company has not accepted during the year under review any Deposits and there were
no overdue deposits.
20.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the
Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed
quarterly by assessing the threats and opportunities that will impact the objectives set
for the Company as a whole. The Policy is designed to provide the categorization of risk
into threat and its cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment, safety of
operations and health of people at work are monitored regularly with reference to
statutory regulations and guidelines defined by the Company.
20.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs. 20.6 CODE OF
CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior Management. All the Board Members and Senior Management personnel
have afirmed compliance with the code of conduct.
20.7 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 courts or
tribunals, impacting the going concern status of the Company and its future operations.
20.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
20.9 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 the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, the Company did not
receive any complaint.
20.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
20.11 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.
20.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one time settlement with any Bank or Financial Institution.
20.13. With respect to the loans advanced by the Directors to the Company, the Company
has received necessary declarations from Directors that the said loan is not given out of
funds acquired by them by borrowing or accepting loans or deposits from others.
20.14 No agreements have been entered / executed by the parties as mentioned under
clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and
Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect /
impact the Management or Control of the Company or impose any restriction or create any
liability upon the Company.
21. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
22. 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.
23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is not
applicable to the Company. Hence, your Directors have not constituted the Corporate Social
Responsibility (CSR) Committee.
24. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your Directors have
framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' and
‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/Insiders'. The Policy is available on the company's website.
25. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to Promoters and
Shareholders for their constant support and co operation. Your Directors also place on
record their grateful appreciation and co operation received from Bankers, Financial
Institutions, Government Agencies and employees of the Company.
|
For and on behalf of the Board, |
|
Miteshkumar A. Patel |
| Place: Ahmedabad |
Chairman |
| Date: 17thJuly, 2023 |
(DIN:06731818) |
|