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డైరెక్టర్ల నివేదిక Pratik Panels Ltd.
Mar 31, 2025
Your directors have great pleasure in presenting 36th ANNUAL REPORT along with the Audited
Balance Sheet and Profit and Loss Account, for the period ended 31st March, 2025.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
|
PARTICULARS |
YEAR ENDED (in Lakhs) |
|
|
31.03.2025 |
31.03.2023 |
|
|
Total Income |
334.11 |
283.53 |
|
Gross Profit/(Loss) before Interest & |
25.59 |
46.98 |
|
Less: Interest & Finance charges |
0 |
0 |
|
Less: Extraordinary Item |
0 |
0 |
|
Profit/(Loss) before Tax |
25.59 |
46.98 |
|
Less: Provision for Income Tax |
0 |
0 |
|
Add: Provision for Deferred tax |
0 |
0 |
|
Profit/(Loss) after Tax |
25.59 |
46.98 |
2. FINANCIAL PERFORMANCE
During the year under consideration, your company has incurred a profit of Rs. 25.59/- lakhs-
as against profit of Rs. 49.98/- lakhs incurred in the previous Financial Year.
3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a Part of
Annual Report. Consolidated Financial Statement is not applicable to the Company.
4. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the year, the company was engaged in trading in metal scrap, coals, graphite
electrodes & other industrial inouts. However, as and when any surplus funds are available,
the same is given on interest to other parties and also invested in shares and securities to
earn short term and long term capital gains.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
There was no transfer during the year to the Investor Education and Protection Fund in terms
of Section 125 of the Companies Act, 2013.
6. SHIFTING OF REGISTERED OFFICE
During the year under review, Company has not shifted its registered office address.
7. CHANGES IN SHARE CAPITAL
During the year there is no change in authorised capital, paid-up and subscribed capital.
Disclosure regarding issue of equity shares with differential rights
All the equity shares issued by the Company carry similar voting rights and the Company has
not issued any equity shares with differential voting rights during the financial year under
review.
Buy Back Of Securities
The Company has not bought back any of its securities during the financial year under review.
Sweat Equity
The Company has not issued any Sweat Equity Shares during the financial year under review.
Bonus Shares
No Bonus Shares were issued during the financial year under review.
Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees during the
financial year.
8. CHANGE IN NATURE OF BUSINESS
There is no change in nature of business during the year under review.
9. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY
Since the Company does not have any subsidiary, there is no requirement for consolidation of
account and to provide statement containing the salient features of the financial statement of
the subsidiary.
10. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture
or Associate Company.
11. DIVIDEND AND TRANSFER TO RESERVES
In view of the accumulated losses of the Company, your directors do not recommend any
dividend for the year 2024-25 and no amount has been transferred to Reserve during the
year 2024-25.
12. DEPOSIT
The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company âTo be the most sustainable
and competitive Company in our industryâ. The Company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors and their
significant audit observations and follow up actions thereon are reported to the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions.
13. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
CHAPTER V OF THE ACT:
During the year under review, the Company has not accepted any deposits which are not in
compliance with the requirements of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such non¬
compliant deposits to report.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between the end of the
financial year and date of this report which has affected the financial position of the company.
In board meeting held on 1st September, 2022 board had passed resolution for re¬
classification of its Promoters/Promoters Group from âPromoterâ category to âpublic''
category. Company has filed the application for re-classification of its Promoters/Promoters
Group from âPromoterâ category to âpublic'' category on 19th September, 2022 to Bombay
Stock Exchange and said application has been approved by BSE vide its letter
LIST/COMP/HN/36/2024-25 dated 22nd April, 2024.
During the year, Company had filed application for obtaining in-principle approval under
Regulation 37 of SEBI (LODR) Regulations, 2015 for entering into a scheme of arrangement
between Pratik Panels Limited ("First Transferor Company"/ "PRATIK")and Sangeeta
Tex.Dyes Private Limited ("Second Transferor Company" / "SANGEETA")and Krishna
Fancyfab Private Limited ("Third Transferor Company" / "KRISHNA")with Harit Industries
Private Limited ("Transferee Company" / "HARIT")and their respective shareholders and
creditors ("The Scheme") under section n 230 to 232 of and other applicable provisions of the
companies act, 2013 and rules framed thereunder. However, The Board has on 11th June,
2024, decided not to proceed with the Scheme and approved withdrawal of the Scheme.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Board in its meeting held on 25th March, 2025 accepted
resignation of Mr. Nikhil Vishvambharlal Vyas (DIN: 09236861) and Mr.Piyush Subhash
Upadhyay (DIN: 09243761) as Non- Executive Independent Directors of the Company.
While, based on the recommendation of nomination & remuneration committee Board
appointed Mr. Kiran Madhukar Devhare (DIN: 10890187) as Whole-Time Director of the
Company w.e.f 25th March, 2025. While, Mr. Kiran Madhukar Devhare resigned w.e.f 5th
September, 2025 as Whole-Time Director & CFO of the Company.
Based on the recommendation of nomination & remuneration committee Board appointed
Mr. Tejas Prashant More (DIN: 11003832), Mr. Krushna Shivaji Samrut (DIN: 11003856) and
Mrs. Ashma Dilip Phadnis (DIN:07531338) as Additional Non-Executive Independent Director
w.e.f 25th March, 2025 subject to shareholders approval in the ensuing annual general
meeting.
Mr. Pankaj Chandrakant Mishra (DIN: 03604391) and Mrs. Devyani Pankaj Mishra (DIN:
00731043) resigned as Non-Executive Non- Independent Directors of the Company w.e.f 27th
March, 2025.
Based on the recommendation of Nomination & Remuneration Committee Board appointed
Mr. Kiran Madhukar Devhare as CFO of the Company w.e.f 1st April, 2025. While, Board
accepted resignation of Mr. Sarad Sundria as CEO and Mrs. Ankita Dhabhai as Company
Secretary & Compliance Officer of the Company w.e.f 31st March, 2025.
Based on the recommendation of Nomination & Remuneration Committee Board appointed
Mr. Ajay Singh Solanki as Company Secretary & Compliance Officer of the Company w.e.f 4th
April, 2025.
Based on the recommendation of nomination & remuneration committee Board appointed
Mr. Pratik Satish Patil (DIN: 08975756) as Whole-Time Director & CFO of the Company w.e.f
5th September, 2025
None of the Directors of the Company are disqualified for being appointed and re-appointed
as Directors in terms of Section 164 of the Companies Act, 2013.
16. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION.
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature for
the appointment as Director. The policy on Company''s Remuneration and Nomination is
posted on Company''s website at www.pratikpanels.com.
17. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the applicable
provisions of section 149(6) of the Act.
18. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) (a), the details forming part of the extract of the
annual return as on March 31, 2025, is uploaded on our website
https://www.pratikpanels.com/.
19. MEETINGS
The details of date of meetings of Board of Directors and its Committees along with the
attendance of each director at the Meetings of the Board and Committees are annexed
herewith as âAnnexure IIIâ. The intervening gap between the Board meetings were within
the period prescribed under the Companies Act, 2013 and the Secretarial Standard on Board
Meetings issued by ICSI.
20. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and that there were no material departures;
b) 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 the end of the financial year and
of the Loss of the Company for the period;
c) the directors had 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 have prepared the annual accounts on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls
were adequate and operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
21. CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to
the Company for the financial year 2024-25.
22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration
policy of the Company which lays down the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of fDirectors and
policies of the Company relating to remuneration of Directors, KMP and other employees is
available on the Company''s website at
https://www.pratikpanels.com/finance_docs/Nomination%20and%20Remuneration%20Pol
icy.pdf.
23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans given, and investment made has been disclosed in the financial
statements of the Company.
24. RELATED PARTY CONTRACTS
Particulars of contracts or arrangements with related parties referred in the section 188 (1)
of the Companies Act, 2013 is prescribed Form AOC 2 is appended as âAnnexure IIâ. to the
Board Report.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
As as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 the information relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo, to the extent applicable is
annexed herewith as âAnnexure Iâ.
26. FORMAL ANNUAL EVALUATION
The Company has devised a Policy for Performance Evaluation of Independent Directors,
Board, Committees, and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors, a process of evaluation was followed by the Board
for its own performance and that of its committees and individual Directors.
At a separate meeting of independent Director, 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.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
28. INTERNAL FINANCIAL CONTROL
The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company âTo be the most sustainable
and competitive Company in our industryâ. The Company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors and their
significant audit observations and follow up actions thereon are reported to the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions..
29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT, 2013.
Your directors state that during the year under review, there were no cases reported
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
30. ESTABLISHMENT OF VIGIL MECHANISM
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee.
The said Policy is available on the website of the Company at www.pratikpanels.com.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
31. AUDITORS
Statutory Auditors
M/s. R Shah & Co, Chartered Accountants (FRN 502010C) were appointed as Statutory
Auditors of the company, at the 32nd Annual General Meeting held on 30th September, 2021
for a period of 5 years to hold office till the conclusion of 37th Annual General Meeting to be
held in the year 2026. However, M/s Shah & Co, Chartered Accountants (FRN 502010C) vide
their letter dated 7th August, 2024 have tendered their resignation as Statutory Auditors of
the Company.
Further, board appointed M/s. H L Saini & Co, Chartered Accountants (FRN 136961W) as
Statutory Auditors of the Company on 9 th August, 2024 subject to shareholder approval in the
ensuing annual general meeting. Board has received their consent & eligibility certificate
consenting their appointment for a period of 5 from the ensuing annual general meeting till
the annual general meeting to be held in the year 2029.
Secretarial Auditor
The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to carry
out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit
Report as per the prescribed format under rules in terms of Section 204(1) of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Their report is appended to this Annual Report as Annexure IV to
Director''s Report.
Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company Secretary
to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to
2029-30, subject to approval of the Members at the ensuing AGM.
Internal Auditors:
As per section 138 of the Companies Act, 2013, The company has appointed CA Sanjay Soni.,
Chartered Accountant (Firm Registration Number: 124901W), as internal auditor of the
company for financial year 2024-25 to conduct the internal audit and to ensure adequacy of
the Internal controls, adherence to Company''s policies and ensure statutory and other
compliance through, periodical checks and internal audit and their report is reviewed by the
Audit Committee from time to time.
Cost Auditors:
As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors,
the company was not liable to appoint Cost auditors for the financial year 2024-25.
32. AUDITORS REPORT
Statutory Auditor''s Report
There are no qualifications or adverse remarks in the Statutory Auditors'' Report which
require any explanation from the Board of Directors.
Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013
The Board of Directors state that M/s H L Saini & Co, Chartered Accountants (Firm
Registration No. 136961W)., Statutory Auditors have not reported of any fraud involving any
amount committed by the Company to the Central Government, Audit Committee or to the
Board of Directors of the Company.
Secretarial Auditor''s Report
There are no qualifications or adverse remarks in the Secretarial Audit Report which require
any explanation from the Board of Directors.
33. COST RECORDS:
The Company is not required to maintain Cost Records as specified by the Central
Government under sub - section (1) of section 148 of the companies Act, 2013.
34. CORPORATE GOVERNANCE & ANNUAL SECRETARIAL COMPLIANCE REPORT AND
DISCLOSURE OF RELATED PARTY TRANSECTIONS:
As per Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time, the compliance with the Corporate
Governance provisions shall not apply in respect of the listed entity having paid up equity
share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs.25 Crores as on the
last day of the Previous Financial Year. Since the Company''s Paid up Equity capital and the
Net Worth fall below the limit mentioned above, compliance with Corporate Governance is
not applicable to the Company. Accordingly, as per BSE clarification vide Circular
LIST/COMP/12/2019-20 Companies to which the Regulation 15(2)(a) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, Regulation
24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations,
2018 is also not applicable and not required to submit the Annual Secretarial Compliance
Report as well as Disclosure of related party transaction on Consolidated basis under
regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
35. PARTICULARS OF EMPLOYEES:
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have
been provided. The Directors of the Company do not draw any Remuneration.
The Policy of the Company on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under sub-section (3) of section 178 is available on Company''s website at
www.pratikpanels.com.
36. REGISTRAR & SHARE TRANSFER AGENT:
During the year under review, there is no change in Registrar & Share Transfer Agent.
37. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:
As per the applicable provisions of the Companies Act, 2013 and as per Listing Obligations &
Disclosure requirements (LODR) Regulations, 2015, the company has three Committees of the
Board.
There are currently three Committees of the Board, as follows:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders'' Relationship Committee
a) The Audit Committee consists of the following members with three Independent non¬
executive Directors:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Krushna Shivaji Samrut |
Independent Director |
Chairman/ Independent |
|
2. |
Tejas Prashant More |
Independent Director |
Independent/Member |
|
3. |
Asma Dilip Phadnis (upto |
Independent Director |
Independent/Member |
a) The Nomination and Remuneration Committee consists of the following members with three
Independent non-executive Directors:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Tejas Prashant |
Independent Director |
Chairman/ Independent |
|
2. |
Krushna Shivaji |
Independent Director |
Independent/Member |
|
3. |
Asma Dilip Phadnis |
Independent Director |
Independent Director |
a) The Stakeholders'' Relationship Committee consists of the following members with three
Independent non-executive Directors:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Krushna Shivaji Samrut |
Independent Director |
Chairman/ Independent |
|
2. |
Tejas Prashant More |
Independent Director |
Independent/Member |
|
3. |
Asma Dilip Phadnis (upto |
Independent Director |
Independent Director |
38. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirm that the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) respectively
as amended relating to Meetings of the Board and its Committees which have mandatory
application and General Meeting.
39. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed and also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company.
The Company''s internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Significant audit observations and follow up
actions thereon are reported to the Audit Committee.
In the opinion of the Board, there are no elements of risks threatening the existence of the
Company.
40. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
do not mandate the Company to Sexual Harassment Redressal Mechanism within the
Company, as there are no female employees in the Company. However, as required the
following is the details of complaints received and resolved during the year:
|
Number of complaints of |
Number of complaints disposed |
Number of cases pending for |
|
NIL |
NIL |
NIL |
41. INSOLVENCY AND BANKRUPTCY CODE:
During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.
42. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:
During the year, there were no instances where your Company required the valuation for one
time settlement or while taking the loan from the Banks or Financial institutions. The
requirement to disclose the details of difference between amount of valuation done at the
time of onetime settlement and valuation done while taking loan from the Banks and
Financial Institutions along with the reasons thereof is also not applicable.
43. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which
ensures maternity benefits to women employees as per applicable law.
During the financial year ended March 31, 2025, the provisions of the Act were applicable to
the Company; however, no instances arose wherein maternity benefits were availed by any
woman employee of the Company as the Company does not have any female Employee.
The Company remains committed to providing a safe, inclusive, and supportive work
environment for all employees, in line with applicable laws and best practices.
44. OTHER DISCLOSURES:
The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.
45. ENHANCING SHAREHOLDER VALUE:
Your company firmly believes that its success, the market place and a good reputation are
among the primary determinants of value to the shareholder. The organizational vision is
founded on the principles of good governance and delivering leading-edge products backed
with dependable after sales services.
46. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation of the continued support and
cooperation received from various customers, banks, employees and other stakeholders of
the company.
47. CAUTIONARY STATEMENT:
The statements contained in the Board''s Report contain certain statements relating to the
future and therefore, are forward looking within the meaning of applicable securities, laws
and regulations. Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.
FOR PRATIK PANELS LIMITED
Sd/-
PRATIK SATISH PATIL
WHOLE-TIME DIRECTROR & CHAIRMAN
DATE: 5th September, 2025. DIN: 08975756
PLACE: Thane
Mar 31, 2025
Your directors have great pleasure in presenting 36th ANNUAL REPORT along with the Audited
Balance Sheet and Profit and Loss Account, for the period ended 31st March, 2025.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
|
PARTICULARS |
YEAR ENDED (in Lakhs) |
|
|
31.03.2025 |
31.03.2023 |
|
|
Total Income |
334.11 |
283.53 |
|
Gross Profit/(Loss) before Interest & |
25.59 |
46.98 |
|
Less: Interest & Finance charges |
0 |
0 |
|
Less: Extraordinary Item |
0 |
0 |
|
Profit/(Loss) before Tax |
25.59 |
46.98 |
|
Less: Provision for Income Tax |
0 |
0 |
|
Add: Provision for Deferred tax |
0 |
0 |
|
Profit/(Loss) after Tax |
25.59 |
46.98 |
2. FINANCIAL PERFORMANCE
During the year under consideration, your company has incurred a profit of Rs. 25.59/- lakhs-
as against profit of Rs. 49.98/- lakhs incurred in the previous Financial Year.
3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a Part of
Annual Report. Consolidated Financial Statement is not applicable to the Company.
4. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the year, the company was engaged in trading in metal scrap, coals, graphite
electrodes & other industrial inouts. However, as and when any surplus funds are available,
the same is given on interest to other parties and also invested in shares and securities to
earn short term and long term capital gains.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
There was no transfer during the year to the Investor Education and Protection Fund in terms
of Section 125 of the Companies Act, 2013.
6. SHIFTING OF REGISTERED OFFICE
During the year under review, Company has not shifted its registered office address.
7. CHANGES IN SHARE CAPITAL
During the year there is no change in authorised capital, paid-up and subscribed capital.
Disclosure regarding issue of equity shares with differential rights
All the equity shares issued by the Company carry similar voting rights and the Company has
not issued any equity shares with differential voting rights during the financial year under
review.
Buy Back Of Securities
The Company has not bought back any of its securities during the financial year under review.
Sweat Equity
The Company has not issued any Sweat Equity Shares during the financial year under review.
Bonus Shares
No Bonus Shares were issued during the financial year under review.
Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees during the
financial year.
8. CHANGE IN NATURE OF BUSINESS
There is no change in nature of business during the year under review.
9. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY
Since the Company does not have any subsidiary, there is no requirement for consolidation of
account and to provide statement containing the salient features of the financial statement of
the subsidiary.
10. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture
or Associate Company.
11. DIVIDEND AND TRANSFER TO RESERVES
In view of the accumulated losses of the Company, your directors do not recommend any
dividend for the year 2024-25 and no amount has been transferred to Reserve during the
year 2024-25.
12. DEPOSIT
The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company âTo be the most sustainable
and competitive Company in our industryâ. The Company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors and their
significant audit observations and follow up actions thereon are reported to the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions.
13. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
CHAPTER V OF THE ACT:
During the year under review, the Company has not accepted any deposits which are not in
compliance with the requirements of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such non¬
compliant deposits to report.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between the end of the
financial year and date of this report which has affected the financial position of the company.
In board meeting held on 1st September, 2022 board had passed resolution for re¬
classification of its Promoters/Promoters Group from âPromoterâ category to âpublic''
category. Company has filed the application for re-classification of its Promoters/Promoters
Group from âPromoterâ category to âpublic'' category on 19th September, 2022 to Bombay
Stock Exchange and said application has been approved by BSE vide its letter
LIST/COMP/HN/36/2024-25 dated 22nd April, 2024.
During the year, Company had filed application for obtaining in-principle approval under
Regulation 37 of SEBI (LODR) Regulations, 2015 for entering into a scheme of arrangement
between Pratik Panels Limited ("First Transferor Company"/ "PRATIK")and Sangeeta
Tex.Dyes Private Limited ("Second Transferor Company" / "SANGEETA")and Krishna
Fancyfab Private Limited ("Third Transferor Company" / "KRISHNA")with Harit Industries
Private Limited ("Transferee Company" / "HARIT")and their respective shareholders and
creditors ("The Scheme") under section n 230 to 232 of and other applicable provisions of the
companies act, 2013 and rules framed thereunder. However, The Board has on 11th June,
2024, decided not to proceed with the Scheme and approved withdrawal of the Scheme.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Board in its meeting held on 25th March, 2025 accepted
resignation of Mr. Nikhil Vishvambharlal Vyas (DIN: 09236861) and Mr.Piyush Subhash
Upadhyay (DIN: 09243761) as Non- Executive Independent Directors of the Company.
While, based on the recommendation of nomination & remuneration committee Board
appointed Mr. Kiran Madhukar Devhare (DIN: 10890187) as Whole-Time Director of the
Company w.e.f 25th March, 2025. While, Mr. Kiran Madhukar Devhare resigned w.e.f 5th
September, 2025 as Whole-Time Director & CFO of the Company.
Based on the recommendation of nomination & remuneration committee Board appointed
Mr. Tejas Prashant More (DIN: 11003832), Mr. Krushna Shivaji Samrut (DIN: 11003856) and
Mrs. Ashma Dilip Phadnis (DIN:07531338) as Additional Non-Executive Independent Director
w.e.f 25th March, 2025 subject to shareholders approval in the ensuing annual general
meeting.
Mr. Pankaj Chandrakant Mishra (DIN: 03604391) and Mrs. Devyani Pankaj Mishra (DIN:
00731043) resigned as Non-Executive Non- Independent Directors of the Company w.e.f 27th
March, 2025.
Based on the recommendation of Nomination & Remuneration Committee Board appointed
Mr. Kiran Madhukar Devhare as CFO of the Company w.e.f 1st April, 2025. While, Board
accepted resignation of Mr. Sarad Sundria as CEO and Mrs. Ankita Dhabhai as Company
Secretary & Compliance Officer of the Company w.e.f 31st March, 2025.
Based on the recommendation of Nomination & Remuneration Committee Board appointed
Mr. Ajay Singh Solanki as Company Secretary & Compliance Officer of the Company w.e.f 4th
April, 2025.
Based on the recommendation of nomination & remuneration committee Board appointed
Mr. Pratik Satish Patil (DIN: 08975756) as Whole-Time Director & CFO of the Company w.e.f
5th September, 2025
None of the Directors of the Company are disqualified for being appointed and re-appointed
as Directors in terms of Section 164 of the Companies Act, 2013.
16. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION.
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature for
the appointment as Director. The policy on Company''s Remuneration and Nomination is
posted on Company''s website at www.pratikpanels.com.
17. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the applicable
provisions of section 149(6) of the Act.
18. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) (a), the details forming part of the extract of the
annual return as on March 31, 2025, is uploaded on our website
https://www.pratikpanels.com/.
19. MEETINGS
The details of date of meetings of Board of Directors and its Committees along with the
attendance of each director at the Meetings of the Board and Committees are annexed
herewith as âAnnexure IIIâ. The intervening gap between the Board meetings were within
the period prescribed under the Companies Act, 2013 and the Secretarial Standard on Board
Meetings issued by ICSI.
20. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and that there were no material departures;
b) 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 the end of the financial year and
of the Loss of the Company for the period;
c) the directors had 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 have prepared the annual accounts on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls
were adequate and operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
21. CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to
the Company for the financial year 2024-25.
22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration
policy of the Company which lays down the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of fDirectors and
policies of the Company relating to remuneration of Directors, KMP and other employees is
available on the Company''s website at
https://www.pratikpanels.com/finance_docs/Nomination%20and%20Remuneration%20Pol
icy.pdf.
23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans given, and investment made has been disclosed in the financial
statements of the Company.
24. RELATED PARTY CONTRACTS
Particulars of contracts or arrangements with related parties referred in the section 188 (1)
of the Companies Act, 2013 is prescribed Form AOC 2 is appended as âAnnexure IIâ. to the
Board Report.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
As as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 the information relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo, to the extent applicable is
annexed herewith as âAnnexure Iâ.
26. FORMAL ANNUAL EVALUATION
The Company has devised a Policy for Performance Evaluation of Independent Directors,
Board, Committees, and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors, a process of evaluation was followed by the Board
for its own performance and that of its committees and individual Directors.
At a separate meeting of independent Director, 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.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
28. INTERNAL FINANCIAL CONTROL
The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company âTo be the most sustainable
and competitive Company in our industryâ. The Company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors and their
significant audit observations and follow up actions thereon are reported to the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions..
29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT, 2013.
Your directors state that during the year under review, there were no cases reported
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
30. ESTABLISHMENT OF VIGIL MECHANISM
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee.
The said Policy is available on the website of the Company at www.pratikpanels.com.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
31. AUDITORS
Statutory Auditors
M/s. R Shah & Co, Chartered Accountants (FRN 502010C) were appointed as Statutory
Auditors of the company, at the 32nd Annual General Meeting held on 30th September, 2021
for a period of 5 years to hold office till the conclusion of 37th Annual General Meeting to be
held in the year 2026. However, M/s Shah & Co, Chartered Accountants (FRN 502010C) vide
their letter dated 7th August, 2024 have tendered their resignation as Statutory Auditors of
the Company.
Further, board appointed M/s. H L Saini & Co, Chartered Accountants (FRN 136961W) as
Statutory Auditors of the Company on 9 th August, 2024 subject to shareholder approval in the
ensuing annual general meeting. Board has received their consent & eligibility certificate
consenting their appointment for a period of 5 from the ensuing annual general meeting till
the annual general meeting to be held in the year 2029.
Secretarial Auditor
The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to carry
out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit
Report as per the prescribed format under rules in terms of Section 204(1) of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Their report is appended to this Annual Report as Annexure IV to
Director''s Report.
Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company Secretary
to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to
2029-30, subject to approval of the Members at the ensuing AGM.
Internal Auditors:
As per section 138 of the Companies Act, 2013, The company has appointed CA Sanjay Soni.,
Chartered Accountant (Firm Registration Number: 124901W), as internal auditor of the
company for financial year 2024-25 to conduct the internal audit and to ensure adequacy of
the Internal controls, adherence to Company''s policies and ensure statutory and other
compliance through, periodical checks and internal audit and their report is reviewed by the
Audit Committee from time to time.
Cost Auditors:
As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors,
the company was not liable to appoint Cost auditors for the financial year 2024-25.
32. AUDITORS REPORT
Statutory Auditor''s Report
There are no qualifications or adverse remarks in the Statutory Auditors'' Report which
require any explanation from the Board of Directors.
Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013
The Board of Directors state that M/s H L Saini & Co, Chartered Accountants (Firm
Registration No. 136961W)., Statutory Auditors have not reported of any fraud involving any
amount committed by the Company to the Central Government, Audit Committee or to the
Board of Directors of the Company.
Secretarial Auditor''s Report
There are no qualifications or adverse remarks in the Secretarial Audit Report which require
any explanation from the Board of Directors.
33. COST RECORDS:
The Company is not required to maintain Cost Records as specified by the Central
Government under sub - section (1) of section 148 of the companies Act, 2013.
34. CORPORATE GOVERNANCE & ANNUAL SECRETARIAL COMPLIANCE REPORT AND
DISCLOSURE OF RELATED PARTY TRANSECTIONS:
As per Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time, the compliance with the Corporate
Governance provisions shall not apply in respect of the listed entity having paid up equity
share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs.25 Crores as on the
last day of the Previous Financial Year. Since the Company''s Paid up Equity capital and the
Net Worth fall below the limit mentioned above, compliance with Corporate Governance is
not applicable to the Company. Accordingly, as per BSE clarification vide Circular
LIST/COMP/12/2019-20 Companies to which the Regulation 15(2)(a) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, Regulation
24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations,
2018 is also not applicable and not required to submit the Annual Secretarial Compliance
Report as well as Disclosure of related party transaction on Consolidated basis under
regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
35. PARTICULARS OF EMPLOYEES:
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have
been provided. The Directors of the Company do not draw any Remuneration.
The Policy of the Company on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under sub-section (3) of section 178 is available on Company''s website at
www.pratikpanels.com.
36. REGISTRAR & SHARE TRANSFER AGENT:
During the year under review, there is no change in Registrar & Share Transfer Agent.
37. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:
As per the applicable provisions of the Companies Act, 2013 and as per Listing Obligations &
Disclosure requirements (LODR) Regulations, 2015, the company has three Committees of the
Board.
There are currently three Committees of the Board, as follows:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders'' Relationship Committee
a) The Audit Committee consists of the following members with three Independent non¬
executive Directors:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Krushna Shivaji Samrut |
Independent Director |
Chairman/ Independent |
|
2. |
Tejas Prashant More |
Independent Director |
Independent/Member |
|
3. |
Asma Dilip Phadnis (upto |
Independent Director |
Independent/Member |
a) The Nomination and Remuneration Committee consists of the following members with three
Independent non-executive Directors:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Tejas Prashant |
Independent Director |
Chairman/ Independent |
|
2. |
Krushna Shivaji |
Independent Director |
Independent/Member |
|
3. |
Asma Dilip Phadnis |
Independent Director |
Independent Director |
a) The Stakeholders'' Relationship Committee consists of the following members with three
Independent non-executive Directors:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Krushna Shivaji Samrut |
Independent Director |
Chairman/ Independent |
|
2. |
Tejas Prashant More |
Independent Director |
Independent/Member |
|
3. |
Asma Dilip Phadnis (upto |
Independent Director |
Independent Director |
38. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirm that the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) respectively
as amended relating to Meetings of the Board and its Committees which have mandatory
application and General Meeting.
39. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed and also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company.
The Company''s internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Significant audit observations and follow up
actions thereon are reported to the Audit Committee.
In the opinion of the Board, there are no elements of risks threatening the existence of the
Company.
40. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
do not mandate the Company to Sexual Harassment Redressal Mechanism within the
Company, as there are no female employees in the Company. However, as required the
following is the details of complaints received and resolved during the year:
|
Number of complaints of |
Number of complaints disposed |
Number of cases pending for |
|
NIL |
NIL |
NIL |
41. INSOLVENCY AND BANKRUPTCY CODE:
During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.
42. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:
During the year, there were no instances where your Company required the valuation for one
time settlement or while taking the loan from the Banks or Financial institutions. The
requirement to disclose the details of difference between amount of valuation done at the
time of onetime settlement and valuation done while taking loan from the Banks and
Financial Institutions along with the reasons thereof is also not applicable.
43. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which
ensures maternity benefits to women employees as per applicable law.
During the financial year ended March 31, 2025, the provisions of the Act were applicable to
the Company; however, no instances arose wherein maternity benefits were availed by any
woman employee of the Company as the Company does not have any female Employee.
The Company remains committed to providing a safe, inclusive, and supportive work
environment for all employees, in line with applicable laws and best practices.
44. OTHER DISCLOSURES:
The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.
45. ENHANCING SHAREHOLDER VALUE:
Your company firmly believes that its success, the market place and a good reputation are
among the primary determinants of value to the shareholder. The organizational vision is
founded on the principles of good governance and delivering leading-edge products backed
with dependable after sales services.
46. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation of the continued support and
cooperation received from various customers, banks, employees and other stakeholders of
the company.
47. CAUTIONARY STATEMENT:
The statements contained in the Board''s Report contain certain statements relating to the
future and therefore, are forward looking within the meaning of applicable securities, laws
and regulations. Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.
FOR PRATIK PANELS LIMITED
Sd/-
PRATIK SATISH PATIL
WHOLE-TIME DIRECTROR & CHAIRMAN
DATE: 5th September, 2025. DIN: 08975756
PLACE: Thane
Mar 31, 2024
Your directors have great pleasure in presenting 35th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the period ended 31st March, 2024.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
|
PARTICULARS |
YEAR ENDED |
|
|
31.03.2024 |
31.03.2023 |
|
|
Total Income |
2,83,52,650 |
31,17,835 |
|
Gross Profit/(Loss) before Interest & Extraordinary Item |
46,97,802 |
3,92,955 |
|
Less: Interest & Finance charges |
0 |
0 |
|
Less: Extraordinary Item |
0 |
0 |
|
Profit/(Loss) before Tax |
46,97,802 |
3,92,955 |
|
Less: Provision for Income Tax |
0 |
0 |
|
Add: Provision for Deferred tax |
0 |
0 |
|
Profit/(Loss) after Tax |
46,97,802 |
3,92,955 |
2. FINANCIAL PERFORMANCE
During the year under consideration, your company has incurred a profit of Rs. 46,97,802/- as against profit of Rs. 46,97,802/- incurred in the previous Financial Year.
3. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the year, the company was engaged in trading in metal scrap, coals, graphite electrodes & other industrial inouts. However, as and when any surplus funds are available, the same is given on interest to other parties and also invested in shares and securities to earn short term and long term capital gains..
4. SHIFTING OF REGISTERED OFFICE
During the year under review, Company has not shifted its registered office address.
5. CHANGE IN NATURE OF BUSINESS
There is no change in nature of business during the year under review.
6. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY
Since the Company does not have any subsidiary, there is no requirement for consolidation of account and to provide statement containing the salient features of the financial statement of the subsidiary.
7. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company.
8. DIVIDEND AND TRANSFER TO RESERVES
In view of the accumulated losses of the Company, your directors do not recommend any dividend for the year 2023-24 and no amount has been transferred to Reserve during the year 2023-24.
9. DEPOSIT
During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.
In board meeting held on 1st September, 2022 board had passed resolution for reclassification of its Promoters/Promoters Group from âPromoterâ category to âpublic'' category. Company has filed the application for re-classification of its Promoters/Promoters Group from âPromoterâ category to âpublic'' category on 19th September, 2022 to Bombay Stock Exchange and said application has been approved by BSE vide its letter LIST/COMP/HN/36/2024-25 dated 22nd April, 2024.
During the year, Company had filed application for obtaining in-principle approval under Regulation 37 of SEBI (LODR) Regulations, 2015 for entering into a scheme of arrangement between Pratik Panels Limited ("First Transferor Company"/ "PRATIK")and Sangeeta Tex.Dyes Private Limited ("Second Transferor Company" / "SANGEETA")and Krishna Fancyfab Private Limited ("Third Transferor Company" / "KRISHNA")with Harit Industries Private Limited ("Transferee Company" / "HARIT")and their respective shareholders and creditors ("The Scheme") under section n 230 to 232 of and other applicable provisions of the companies act, 2013 and rules framed thereunder. However, The Board has on 11th June, 2024, decided not to proceed with the Scheme and approved withdrawal of the Scheme.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there is no change in directors and KMP of the Company.
During the year, Mr. Pankaj Mishra (DIN: 03604391) who was liable to retire by rotation during the year, being eligible for re-appointment offers herself for re-appointment, be and is hereby was re-appointed as a Director of the company.
None of the Directors of the Company are disqualified for being appointed and re-appointed as Directors in terms of Section 164 of the Companies Act, 2013.
12. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Act.
13. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) (a), the details forming part of the extract of the annual return as on March 31, 2024, is uploaded on our website
https://www.pratikpanels.com/.
14. MEETINGS
The details of date of meetings of Board of Directors and its Committees along with the attendance of each director at the Meetings of the Board and Committees are annexed herewith as âAnnexure IIIâ. The intervening gap between the Board meetings were within the period prescribed under the Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.
15. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;
b) 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 the end of the financial year and of the Loss of the Company for the period;
c) the directors had 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 have prepared the annual accounts on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
16. CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year 2023-24.
17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at
https://www.pratikpanels.com/finance_docs/Nomination%20and%20Remuneration%20Pol icy.pdf.
18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans given, and investment made has been disclosed in the financial statements of the Company.
19. RELATED PARTY CONTRACTS
Particulars of contracts or arrangements with related parties referred in the section 188 (1) of the Companies Act, 2013 is prescribed Form AOC 2 is appended as âAnnexure IIâ. to the Board Report.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
As as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent applicable is annexed herewith as âAnnexure Iâ.
21. FORMAL ANNUAL EVALUATION
The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees, and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors.
At a separate meeting of independent Director, 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.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
23. INTERNAL FINANCIAL CONTROL
Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures.
24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013.
Your directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
25. ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company. The vigil mechanism is available on the Company''s website at www.pratikpanels.com
26. AUDITORS Statutory Auditors
M/s. R Shah & Co, Chartered Accountants (FRN 502010C) were appointed as Statutory Auditors of the company, at the 32nd Annual General Meeting held on 30th September, 2021 for a period of 5 years to hold office till the conclusion of 37th Annual General Meeting to be held in the year 2026. However, M/s Shah & Co, Chartered Accountants (FRN 502010C) vide their letter dated 7th August, 2024 have tendered their resignation as Statutory Auditors of the Company.
Further, board appointed M/s. H L Saini & Co, Chartered Accountants (FRN 136961W) as Statutory Auditors of the Company on 9 th August, 2024 subject to shareholder approval in the ensuing annual general meeting. Board has received their consent & eligibility certificate consenting their appointment for a period of 5 from the ensuing annual general meeting till the annual general meeting to be held in the year 2029.
Secretarial Auditor
The Board had appointed M/s. HSPN & Associates LLP, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2024-24. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith as âAnnexure IVâ.
27. AUDITORS REPORT Statutory Auditor''s Report
There are no qualifications or adverse remarks in the Statutory Auditors'' Report which require any explanation from the Board of Directors.
Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013
The Board of Directors state that M/s. R. Shah & co, Chartered Accountants (Firm Registration No. 502010C)., Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.
Secretarial Auditor''s Report
There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors.
28. COST RECORDS:
The Company is not required to maintain Cost Records as specified by the Central Government under sub - section (1) of section 148 of the companies Act, 2013 as the Company has not carried out any business activity during the year.
29. CAPITAL:
Company in its extra-ordinary general meeting held on 17th March, 2023 passed special resolution for allotting 6,50,00,000 equity shares to public category of shareholders on preferential basis and passed ordinary resolution for increasing its authorised capital from Rs. 4,50,00,000 (Rupees Four Crore Fifty Lakhs Only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares Rs.1/- each to Rs. 7,50,00,000 (Rupees Seven Crore Fifty Lakhs Only) divided into 7,50,00,000 (Seven Crore Fifty Lakhs) Equity Shares Rs.1/- each ranking pari passu in all respect with existing equity shares of the company.
Pursuant to Shareholders approval & in-principal approval granted by BSE, Board in its meeting held on 29th March, 2023 has allotted 3,52,50,000 (Three Crore Fifty-Two Lakhs Fifty Thousand) equity shares of Rs.1 to public category of shareholders pursuant to special resolution passed in Extra-Ordinary General Meeting held on 17th March, 2023. However, Company has obtained listing approval on 23rd June, 2023 and trading approval on 17th July, 2023.
Pursuant to Shareholders approval & in-principal approval granted by BSE, Board in its meeting held on 31st March, 2023 has allotted 2,47,50,000 (Two Crore Forty-Seven Lakhs Fifty Thousand) equity shares of Rs.1 to public category of shareholders pursuant to special resolution passed in Extra-Ordinary General Meeting held on 17th March, 2023. However,
Company has obtained listing approval on 12th July, 2023 and trading approval on 21st July, 2023.
30. REGISTRAR & SHARE TRANSFER AGENT:
During the year under review, there is no change in Registrar & Share Transfer Agent.
31. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:
As per the applicable provisions of the Companies Act, 2013 and as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015, the company has three Committees of the Board.
There are currently three Committees of the Board, as follows:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders'' Relationship Committee
a) The Audit Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Piyush Upadhyay |
Independent Director |
Chairman/ Independent |
|
2. |
Nikhil Vishambharlal Vyas |
Independent Director |
Independent/Member |
|
3. |
Devyani Pankaj Mishra |
Non-Executive Director |
Non-Executive/Member |
b) The Nomination and Remuneration Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Piyush Upadhyay |
Independent Director |
Chairman/ Independent |
|
2. |
Nikhil Vishambharlal Vyas |
Independent Director |
Independent/Member |
|
3. |
Devyani Pankaj Mishra |
Non-Executive Director |
Non-Executive/Member |
c) The Stakeholders'' Relationship Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Piyush Upadhyay |
Independent Director |
Chairman/ Independent |
|
2. |
Nikhil Vishambharlal Vyas |
Independent Director |
Independent/Member |
|
3. |
Devyani Pankaj Mishra |
Non-Executive Director |
Non-Executive/Member |
32. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
33. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation of the continued support and cooperation received from various customers, banks, employees and other stakeholders of the company.
FOR PRATIK PANELS LIMITED Sd/-
PANKAJ CHANDRAKANT MISHRA DIRECTROR & CHAIRMAN
DATE: 10th August, 2024. DIN: 03604391
PLACE: Thane
Mar 31, 2023
The directors have great pleasure in presenting 34th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the period ended 31st March, 2023.
The financial Results are briefly indicated below:
|
PARTICULARS |
YEAR ENDED |
|
|
31.03.2023 |
31.03.2022 |
|
|
Total Income |
31,17,835 |
0 |
|
Gross Profit/(Loss) before Interest & Extraordinary Item |
3,92,955 |
(14,88,455) |
|
Less: Interest & Finance charges |
0 |
0 |
|
Less: Extraordinary Item |
0 |
0 |
|
Profit/(Loss) before Tax |
3,92,955 |
(14,88,455) |
|
Less: Provision for Income Tax |
0 |
-- |
|
Add: Provision for Deferred tax |
0 |
-- |
|
Profit/(Loss) after Tax |
3,92,955 |
(14,88,455) |
During the year under consideration, your company has incurred a profit of Rs. 3,92,955/- as against Loss of Rs. 14,88,455/- incurred in the previous Financial Year.
3. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the year, the Company had not ventured into any new business and had not carried out any business activities. New business avenues are still under consideration.
4. SHIFTING OF REGISTERED OFFICE
During the year under review, Company has not shifted its registered office address.
5. CHANGE IN NATURE OF BUSINESS
There is no change in nature of business during the year under review.
6. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY
Since the Company does not have any subsidiary, there is no requirement for consolidation of account and to provide statement containing the salient features of the financial statement of the subsidiary.
7. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND IOINT VENTURES
During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company.
8. DIVIDEND AND TRANSFER TO RESERVES
In view of the accumulated losses of the Company, your directors do not recommend any dividend for the year 2022-23 and no amount has been transferred to Reserve during the year 2022-23.
During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.
During the year board in its meeting held on 1st September, 2022 had passed resolution for re-classification of its Promoters/Promoters Group from âPromoterâ category to âpublic'' category. Company has filed the application for re-classification of its Promoters/Promoters Group from âPromoterâ category to âpublic'' category on 19th September, 2022 to Bombay Stock Exchange which is pending for approval with Bombay Stock Exchange as on the date of its report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there is no change in directors and KMP of the Company.
During the year, Mrs. Devyani Pankaj Mishra (DIN: 00731043) who was liable to retire by rotation during the year, being eligible for re-appointment offers herself for re-appointment, be and is hereby was re-appointed as a Director of the company.
None of the Directors of the Company are disqualified for being appointed and re-appointed as Directors in terms of Section 164 of the Companies Act, 2013.
12. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Act.
Pursuant to Section 92(3) and Section 134(3) (a), the details forming part of the extract of the annual return as on March 31, 2023, is uploaded on our website
https://www.pratikpanels.com/.
The details of date of meetings of Board of Directors and its Committees along with the attendance of each director at the Meetings of the Board and Committees are annexed herewith as âAnnexure IIIâ. The intervening gap between the Board meetings were within the period prescribed under the Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.
15. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;
b) 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 the end of the financial year and of the Loss of the Company for the period;
c) the directors had 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 have prepared the annual accounts on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
16. CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year 2022-23.
17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at
https://www.pratikpanels.com/finance_docs/Nomination%20and%20Remuneration%20Pol icy.pdf.
18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans given, and investment made has been disclosed in the financial statements of the Company.
Particulars of contracts or arrangements with related parties referred in the section 188 (1) of the Companies Act, 2013 is prescribed Form AOC 2 is appended as âAnnexure IIâ. to the Board Report.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
During the year, company has not undertaken any operational activities. However, as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent applicable is annexed herewith as âAnnexure Iâ.
The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees, and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors.
At a separate meeting of independent Director, 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.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, Hon''ble NCLT Mumbai Bench has approved the reduction of paid-up share capital of face value from Rs.10/- per share to Rs.1/- per share vide its order dated 8th July, 2022 and thus face value of shares of the Company stands reduced to Rs.1/- per share.
Other than above there are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
23. INTERNAL FINANCIAL CONTROL
Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures.
24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013.
Your directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
25. ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company. The vigil mechanism is available on the Company''s website at www.pratikpanels.com
26. AUDITORS Statutory Auditors
M/s. R Shah & Co, Chartered Accountants (FRN 502010C) were appointed as Statutory Auditors of the company, at the 32nd Annual General Meeting held on 30th September, 2021 for a period of 5 years to hold office till the conclusion of 37th Annual General Meeting to be held in the year 2026.
However, as per the Companies Amendment Act, 2017 (Vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs) omits the provision related to annual ratification from the Companies Act, 2013 and the requirement of seeking ratification of appointment of
Statutory Auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of ensuing AGM.
The Board had appointed M/s. HSPN & Associates LLP, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23 w.e.f 13th August, 2022. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith as âAnnexure IVâ.
27. AUDITORS REPORT Statutory Auditor''s Report
There are no qualifications or adverse remarks in the Statutory Auditors'' Report which require any explanation from the Board of Directors.
Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013
The Board of Directors state that M/s. R. Shah & co, Chartered Accountants (Firm Registration No. 502010C)., Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.
There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors.
The Company is not required to maintain Cost Records as specified by the Central Government under sub - section (1) of section 148 of the companies Act, 2013 as the Company has not carried out any business activity during the year.
During the year under review, Hon''ble NCLT Mumbai Bench has approved the reduction of paid-up share capital of face value from Rs.10/- per share to Rs.1/- per share vide its order dated 8th July, 2022 and thus face value of shares of the Company stands reduced to Rs.1/-per share. Pursuant to Hon''ble NCLT Mumbai Bench order board allotted 38,98,500 equity shares of Rs.1/- each on 21st December, 2022 and Company has obtained the listing and trading approval of the said equity shares allotted.
Also, Company in its extra-ordinary general meeting held on 17th March, 2023 passed special resolution for allotting 6,50,00,000 equity shares to public category of shareholders on preferential basis and passed ordinary resolution for increasing its authorised capital from Rs. 4,50,00,000 (Rupees Four Crore Fifty Lakhs Only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares Rs.1/- each to Rs. 7,50,00,000 (Rupees Seven Crore Fifty Lakhs Only) divided into 7,50,00,000 (Seven Crore Fifty Lakhs) Equity Shares Rs.1/- each ranking pari passu in all respect with existing equity shares of the company.
Pursuant to Shareholders approval & in-principal approval granted by BSE, Board in its meeting held on 29th March, 2023 has allotted 3,52,50,000 (Three Crore Fifty-Two Lakhs Fifty Thousand) equity shares of Rs.1 to public category of shareholders pursuant to special resolution passed in Extra-Ordinary General Meeting held on 17th March, 2023. However, as on the date of this report, Company is in process of obtaining listing & trading approval from BSE.
Pursuant to Shareholders approval & in-principal approval granted by BSE, Board in its meeting held on 31st March, 2023 has allotted 2,47,50,000 (Two Crore Forty-Seven Lakhs Fifty Thousand) equity shares of Rs.1 to public category of shareholders pursuant to special resolution passed in Extra-Ordinary General Meeting held on 17th March, 2023. However, as on the date of this report, Company is in process of obtaining listing & trading approval from BSE.
The funds raised were entirely utilized to as per the object of the issue.
30. REGISTRAR & SHARE TRANSFER AGENT:
During the year under review, Board in its meeting held on 30th September, 2022 approved changing of its RTA from M/s. Link Intime Private Limited to M/s. Purva Sharegistry (India) Private Limited. Accordingly, the RTA of the Company has been changed to M/s. Purva Sharegistry (India) Private Limited w.e.f 22nd November, 2022.
31. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:
As per the applicable provisions of the Companies Act, 2013 and as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015, the company has three Committees of the Board.
There are currently three Committees of the Board, as follows:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders'' Relationship Committee
a) The Audit Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:
|
Sr. No. |
Names Directors |
Designation |
Status |
|
1. |
Piyush Upadhyay |
Independent Director |
Chairman/ Independent |
|
2. |
Nikhil Vishambharlal Vyas |
Independent Director |
Independent/Member |
|
3. |
Devyani Pankaj Mishra |
Non-Executive Director |
Non-Executive/Member |
|
b) |
The Nomination and Remuneration Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director: |
|||||
|
Sr. No. |
Names Directors |
Designation |
Status |
|||
|
1. |
Piyush Upadhyay |
Independent Director |
Chairman/ Independent |
|||
|
2. |
Nikhil Vishambharlal Vyas |
Independent Director |
Independent/Member |
|||
|
3. |
Devyani Pankaj Mishra |
Non-Executive Director |
Non-Executive/Member |
|||
|
c) |
The Stakeholders'' Relationship Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director: |
|||||
|
Sr. No. |
Names Directors |
Designation |
Status |
|||
|
1. |
Piyush Upadhyay |
Independent Director |
Chairman/ Independent |
|||
|
2. |
Nikhil Vishambharlal Vyas |
Independent Director |
Independent/Member |
|||
|
3. |
Devyani Pankaj Mishra |
Non-Executive Director |
Non-Executive/Member |
|||
32. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
The Directors wish to place on record their appreciation of the continued support and cooperation received from various customers, banks, employees and other stakeholders of the company.
Mar 31, 2014
Dear members,
The Directors hereby present their Twenty Fifth Annual Report and the
Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS:
(Rupees in Lakhs)
Year ended Year ended
31-03-2014 31-03-2013
Sales and Other Income 29.73 431.24
Profit/(Loss) before Interest and (3.90) (116.99)
Depreciation
Less: Interest 0.85 28.49
Less: Depreciation 0.00 3.82
Profit/(Loss) before Tax (4.75) (149.30)
Provision for Taxation 0.00 0.00
Profit/(Loss) After Tax (4.75) (149.30)
Balance Brought Forward (336.82) (187.52)
Balance carried over (341.57) (336.82)
OPERATIONS:
As intimated last year, the Company stopped all its activities at its
plant and was successful in disposing off substantial stocks which
enabled repayment of loans obtained from Central Bank of India. During
the year too, a major part of the loans have been repaid. The Company
is now in the process of exploring new avenues to revive its
activities. Your Directors are confident of finding better avenues for
the growth and profitability of the Company in the near future.
DIVIDEND:
In view of the losses sustained by the Company, your Directors do not
recommend any dividend for the year under review.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013, Mr. Uttam
B. Jain, Director of the Company retires by rotation and being
eligible, offers himself for reappointment at the ensuing Annual
General Meeting. A brief profile of the Director is given in the
explanatory statement to the notice of the ensuing AGM.
As of the date of this Report, Mr. Jayesh Shah and Mr. Giriraj Kumar
Dammani are Independent Directors as per Clause 49 of the Listing
Agreement and were appointed under the Companies Act 1956 as Directors
liable to retire by rotation. In order to give effect to the applicable
provisions of sections 149 and 152 of the Companies Act, 2013, it is
proposed that these Directors be appointed as Independent Directors, to
hold office for, for a term up to 31st March, 2019.
The Company has received declarations from both the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under the applicable provisions of section
149 of the Act and under Clause 49 of the Listing Agreement with the
Stock Exchanges.
FIXED DEPOSITS:
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
(Amendment) Rules, 1975 as amended is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information under Section 217( I )(e) read with the Companies
(Disclosure of particulars in report of the Board of Directors) Rule,
1988 are given in Annexure A to this Report.
AUDITORS:
The Auditors of the Company, M/s. Sadani & Singhi, Chartered
Accountants, having their office at Shridevi Shukla Apartment, Below
State Bank of India, Kamptee Line, Rajnandgaon (C.G.) bearing
registration No.004415C hold office until the conclusion of the ensuing
Annual General Meeting. The Company has received letter from them to
the effect that their appointment, if made, would be within the
prescribed limits under Section 141 (3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment. Your Directors
recommend their re-appointment.
AUDITORS'' REPORT:
With regard to the remark of the Auditors concerning non-payment of
outstanding statutory liabilities with respect to Provident Fund, ESIC,
Sales-Tax etc., the Directors have to state that same could not be paid
in time due to paucity of funds. However, the Company has now paid all
the outstanding statutory liabilities except VAT and is making the
necessary arrangements to clear this liability as well.
With regard to the remark of the Auditors concerning default in
repayment of dues to the Bank, the Directors have to state that all the
liabilities have been paid by the Company in the month of April, 2014.
SECRETARIAL COMPLIANCE CERTIFICATE:
The Compliance Certificate received in accordance with the provisions
of section 383A(1) of the Companies Act, 1956 read with the Companies
(Compliance Certificate) Rules, 2001 is attached to the Directors''
Report as Annexure B.
CORPORATE GOVERNANCE:
A detailed Report on Corporate Governance prepared in compliance with
the provisions stipulated under Clause 49 of the Listing Agreement with
the Stock Exchange is given in Annexure C to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under the
Listing Agreement with the Stock Exchange is provided in Annexure D and
forms a part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied
consistently and that judgments and estimates made 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, 2014 and of its losses for the year ended
on that date;
(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT:
Your directors would like to place on record their gratitude for the
continuous support and co-operation received from the Central Bank of
India, the Central and State Government departments, customers and
suppliers. We also convey our heartfelt thanks to the Shareholders for
their unfailing trust, confidence and encouragement. The Directors
place on record their appreciation of the contribution made by the
employees and the management.
FOR AND ON BEHALF OF THE BOARD,
Place: Mumbai (GUNWANTRAJ M. SINGHVI)
Date: 11th August, 2014 Managing Director
DIN: 00218731
Mar 31, 2012
To The Members of Pratik Panels Limited
The Directors hereby present their Twenty Third Annual Report and the
Audited Accounts for the year ended 31st March. 2012.
FINANCIAL RESULTS:
(Rupees in Lakhs)
Year ended Year ended
31-03-2012 31-03-2011
Sales and Other Income 295.52 251.41
Profit/(Loss) before
Interest and Depreciation 19.76 11.88
Less: Interest 33.62 34.90
Less: Depreciation 6.12 8.77
Profit/(Loss) before Tax (19.98) (31.79)
Provision for Taxation 0.00 0.00
Profit/(Loss) After Tax (19.98) (31.79)
Balance Brought Forward (167.54) (135.75)
Balance carried over (187.52) (167.54)
OPERATIONS:
The Company is not able to overcome the financial setback due to
continued export market slump scenario combine with domestic market is
also facing bleak scenario and company is not able to turn back from
making losses due to interest burden The management is trying to
overcome this continued slump situation.
DIVIDEND:
In view of the losses sustained by the Company, your Directors could
not recommend any dividend for the year under review.
FIXED DEPOSITS:
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.
INDUSTRIAL RELATIONS:
The Company has been continuously attempting to improve employee skills
and productivity. Industrial relations generally remained cordial and
satisfactory.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
(Amendment) Rules, 1975 as amended is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSQRPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information under Section 217( I )(e) read with the Companies
(Disclosure of particulars in report of the Board of Directors) Rule,
1988 are given in AnnexureA to this Report.
AUDITORS:
Auditors, M/s. Sadani & Singhi, Chartered Accountants,Shridevi Shukla
Appartment Below State Bank of India, Kamptee Line, Rajnandgaon (C.G)
bearing registration No 73007 hold office until the conclusion of the
ensuing Annual General Meeting. The Company has received letter from
them to the effect that their appointment, if made, would be within the
prescribed limits under Section 224( 1-B) of the Companies Act, 1956.
Your Directors recommend their re-appointment
AUDITORS'REPORT:
The observation made by the Auditors of the Company in their report
read with the notes on Accounts, are self-explanatory and do not
require any further clarification.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance Certificate received in accordance with the provisions
of section 383A (1) of the Act read with the Companies (Compliance
Certificate) Rules 2001 being attached to the Directors Report as
Annexure B.
CORPORATE GOVERNANCE:
A detailed Report on Corporate Governance prepared on compliance with
the provisions stipulated under Clause 49 of the Listing Agreements
with the Stock Exchanges is given in Annexure C to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is provided in Annexure D and forms
a part of the Annual Report.
DIRECTORSÃ RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting
standards have been followed;
(b) appropriate accounting policies have been selected and applied
consistently and that judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2012 and of its losses for the year ended on
that date;
(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT:
Your directors would like to place on record their gratitude for the
continuous support and co-operation received from Central Bank of
India, the Central and State Government departments, customers and
suppliers. We also convey our heartfelt thanks to the Shareholders for
their unfailing trust, confidence and encouragement. The Directors
place on record their appreciation of the contribution made by the
employees and the management.
Place: Raipur
Dated: 31st May, 2012. FOR AND ON BEHALF OF THE BOARD
(GUNWANTRAJ M. SINGHVI)
Managing Director
Mar 31, 2011
The Members,
The Directors hereby present their Twenty Second Annual Report and the
Audited Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS:
(Rupees in Lakhs)
Year ended Year ended
31-03-2011 31-03-2010
Sales and Other Income 251.41 215.39
Profit/(Loss) before Interest
and Depreciation 11.88 19 10
Less: Interest 34.09 43.30
Less: Depreciation 8.77 8.78
ProfitV(Loss) before Tax (31.79) (32.98)
Provision for Taxation 0.00 0.26
Profit/(Loss) After Tax (31.79) (33 24)
Balance Brought Forward (135.75) (102.51)
Balance carried over (167.54) (135.75)
OPERATIONS:
The Company has some setback due to continued slack in Exports due to
slack in USA & European market but the company has done goods progress
in domestic market. The Company has put up two CNC machines and one
Laser machine to enhance scope both in Domestic & Export market.
DIVIDEND:
In view of the losses sustained by the Company, your Directors have not
recommended any dividend for the year under review.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.
INDUSTRIAL RELATIONS:
The Company has been continuously attempting to improve employee skills
and productivity. Industrial relations generally remained cordial and
satisfactory.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
(Amendment) Rules, 1975 as amended is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information under Section 217(1)(e) read with the Companies (Disclosure
of particulars in report of the Board of Directors) Rule, 1988 are
given in Annexure A to this Report.
AUDITORS
Auditors, M/s. Sadani & Singhi, Chartered Accountants, retire and offer
themselves for re-appointment.
AUDITORS' REPORT:
The observation made by the Auditors of the Company in their report
read with the notes on Accounts, are self-explanatory and do not
require any further clarification.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance Certificate received in accordance with the provisions
of section 383A (1) of the Act read with the Companies (Compliance
Certificate) Rules 2001 being attached to the Directors Report as
Annexure B.
CORPORATE GOVERNANCE:
A detailed Report on Corporate Governance prepared on compliance with
the provisions stipulated under Clause 49 of the Listing Agreements
with the Stock Exchanges is given in Annexure C to this Report
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is provided in Annexure D and forms
a part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied
consistently and that judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2011 and of its losses for the year ended on
that date;
(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT:
Your directors would like to place on record their gratitude for the
continuous support and co-operation received from Central Bank of
India, the Central and State Government departments, customers and
suppliers. We also convey our heartfelt thanks to the Shareholders for
their unfailing trust, confidence and encouragement. The Directors
place on record their appreciation of the contribution made by the
employees and the management.
FOR AND ON BEHALF OF THE BOARD,
GUNWANTRAJ M. SINGHVI
Place: MUMBAI MANAGING DIRECTOR
Dated: 26th April, 2011.
Mar 31, 2010
The Directors hereby present their Twenty First Annual Report and the
Audited Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS:
(Rupees in Lakhs)
Year ended Year ended
31-03-2010 31-03-2009
Sales and Other Income 215.39 375.02
Profit/(Loss) before
Interest and Depreciation 19.10 (3.30)
Less: Interest 43.30 62.98
Less: Depreciation 8.78 7.58
Profit/(Loss) before Tax (32.98) (73.86)
Provision for Taxation 0.26 0.28
Profit/(Loss) After Tax (33.24) (74.14)
Balance Brought Forward (102.51) (28.37)
Balance carried over (135.75) (102.51)
OPERATIONS
Recessionary trend is world economy has effected companys export drive
very hard and the company is trying very hard to keep financial from
going down words.
DIVIDEND :
In view of the losses sustained by the Company, your Directors have not
recommended any dividend for the year under review.
FIXED DEPOSITS :
The Company has neither invited nor accepted any deposits from public
during the year under review under the Companies (Acceptance of
Deposit) Rules, 1975 read with Section 58A of the Companies Act. 1956.
INDUSTRIAL RELATIONS :
The Company has been continuously attempting to improve employee skills
and productivity, industrial relations generally remained cordial and
satisfactory.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
(Amendment) Rules, 1975 as amended is not applicable as none of the
employees is entitled to a remuneration of Rs. 24 lacs or more per year
or Rs. 2 lacs or more per month.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information under Section 217(1)(e) read with the Companies (Disclosure
of particulars in report of the Board of Directors) Rule. 1988 are
given in Annexure A to this Recall.
AUDITORS:
Auditors, M/s. Sadani & Singni, Chartered Accountants, retire and offer
themselves for re-appointment.
AUDITORS REPORT:
The observation made by the Auditors of the Company in their report
read with the notes on Accounts, are self-explanatory and do not
require any further clarification.
SECRETARIAL COMPLIANCE CERTIFICATE :
The Compliance Certificate received in accordance with the provisions
of section 383A(1) of the Act read with the Companies (Compliance
Certificate) Rules 2001 being attached to the Directors Report as
Annexure B. The said Compliance Certificate is self explanatory and
needs no comments.
CORPORATE GOVERNANCE:
A detailed Report on Corporate Governance prepared on compliance with
the provisions stipulated under Clause 49 of the Listing Agreements
with the Stock Exchanges is given in Annexure C to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is provided in Annexure D and forms
a part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied
consistently and that judgments and estimates made 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, 2010 and of its profit for the year ended
on that date;
(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT:
Your directors would like to place on record their gratitude for the
continuous support and co-operation received from Central Bank of
India, the Central and State Government departments, customers and
suppliers. We also convey our heartfelt thanks to the Shareholders for
their unfailing trust, confidence and encouragement. The Directors
place on record their appreciation of the contribution made by the
employees and the management.
Place: Raipur FOR AND ON BEHALF OF THE BOARD,
Dated: 31stMay, 2010
JASWANTRAJ M. SINGHVI
EXECUTIVE DIRECTOR
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మరింత సమాచారం Pratik Panels Ltd.
-
Pratik Panels Ltd. టూల్స్
- బల్క్ డీల్స్
-
Pratik Panels Ltd. కంపెనీ వివరాలు
- కంపెనీ ప్రొఫైల్
- కంపెనీ చరిత్ర
- నిర్వహణ బృందం
- క్యాపిటల్ స్ట్రక్చర్
- ప్రొడక్ట్ మిక్స్
- బ్యాంకర్/ఆడిటర్/రిజిస్ట్రార్
-
కంపెనీ చరిత్ర
- బిఎస్ఇ ధర చరిత్ర
-
Pratik Panels Ltd. ముఖ్య ఆర్థిక నిష్పత్తులు
- నిష్పత్తులు
-
Pratik Panels Ltd. ఫలితాలు
- క్వార్టర్లీ ఫలితాలు
- హాఫ్ ఇయర్లీ ఫలితాలు
- 9నెలల ఫలితాలు
- వార్షిక ఫలితాలు
-
Pratik Panels Ltd. ఆర్థిక డేటా
- ఆడిట్ ఫలితాలు
- క్యాష్ ఫ్లో
- బ్యాలెన్స్ షీట్
-
Pratik Panels Ltd. నివేదికలు
- అకౌంటింగ్ విధానాలు
- ఆడిటర్స్ నివేదిక
- డైరక్టర్స్ నివేదిక
- ఖాతాకు గమనికలు
-
Pratik Panels Ltd. కార్పొరేట్ ప్రకటనలు
- బుక్ క్లోజర్
- డివిడెండ్
- బోర్డు సమావేశాలు
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భారత స్టాక్ మార్కెట్లు పతనం.. చమురు ధరలు పెరగడంతో కుప్పకూలిన మార్కెట్ -
ఇరాన్ యుద్ధంతో స్టాక్ మార్కెట్లో భయాందోళన..728 పాయింట్లు పడిపోయిన గిఫ్ట్ నిఫ్టీ.. భారీగా పెరిగిన ఇండియా VIX.. -
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Stock market: భారీగా పతనమైన స్టాక్ మార్కెట్! ఇప్పట్లో కోలుకుంటుందా? నిపుణులు ఏమంటున్నారు? -
కుప్పకూలిన స్టాక్ మార్కెట్..భారీగా పతనమైన ఐటీ కంపెనీల షేర్లు.. కారణం ఏంటంటే.. -
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