To
The Members
PARKER AGROCHEM EXPORTS LIMITED
Your Directors take pleasure in presenting the THIRTIETH Annual Report of the
Company together with the Audited Accounts for the financial year ended on 31st
March, 2023.
FINANCIAL SUMMARY/HIGHLIGHTS:
The brief financial results are as under:
|
|
(Rs. in lakhs) |
| Particulars |
2022-23 |
2021-22 |
| Gross Income |
431.09 |
831.23 |
| Profit/(Loss) before Depreciation and Tax |
75.60 |
(48.22) |
| Less: Depreciation |
10.33 |
42.05 |
| Profit/(Loss) Before Tax and Extra Ordinary Items |
65.27 |
(90.27) |
| Less: Extra Ordinary Items |
- |
- |
| Less: Current Tax |
- |
- |
| Profit/(Loss) After Tax |
65.27 |
(90.27) |
| Balance Carried to Balance Sheet |
65.27 |
(90.27) |
During the year under report, the Company continued to carry on the business of renting
of storage tank, trading in commodities such as various agriculture commodities, metals
and also in gold and silver.
The Turnover of the Company for the year 2022-23 has decreased from Rs. 831.23 Lakhs to
Rs.431.09 Lakhs. However, there was profit before tax of Rs.65.27 as compared to loss
before tax of Rs.90.27 Lakhs in the last year.
SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:
The Company does not have any Subsidiary Company or Joint Venture Company or Associate
Company.
MATERIAL CHANGES AND COMMITMENT:
During the year under review, there were no material changes and commitments affecting
the financial position of the Company which have occurred between the end of financial
year of the Company to which the financial statements relate and the date of the report.
REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:
During the year, the financial statement or report was not revised. Hence further
details are not applicable.
DIVIDEND:
In of views meagre profit of the current year and past year losses, your Directors
express their inability to declare any dividend.
TRANSFER TO RESERVE:
In view of loss, your Directors find it prudent not to transfer any amount to General
Reserve.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year Mr. Liladhar M. Thakkar, Mr. Pravinkumar M. Thakkar and Mr. Shankerlal
S. Thaker ceased to be Independent Directors of the Company w.e.f. 30th
September, 2022. Moreover, Mr. Jitendrakumar P. Thakkar, Mr. Nikeshkumar B. Patel and Mr.
Kamleshkumar P. Soni were appointed as Independent Directors of the Company for a period
of 5 years w.e.f. 1st October, 2022.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mrs. Shantaben J.
Acharya, Director of the Company retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered herself to be re-appointed as Director of the Company. The
Board recommends the re-appointment of Mrs. Shantaben J. Acharyaas Director of the Company
liable to retire by rotation.
Barring this there was no change in Director or Key Managerial Personnel during the
year.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect
to Directors Responsibility Statement, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
2. that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period;
3. that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis; and
5. that the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
6. that the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards during the year under
review.
FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of
Securities and Exchange Board of India (LODR) Regulations, 2015, the Board has carried out
an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit and Nomination & Remuneration
Committees based on the criteria and framework adopted by the Board.
NUMBER OF MEETINGS OF BOARD:
The Board of Directors duly met 4 (Four) times on 30th May, 2022, 8th
August, 2022, 11th November, 2022 and 13th February, 2023.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from eachof the Independent Director/s
under Section 149(7) of the Companies Act, 2013 that they meets the criteria of
Independence laid down in Section 149(6) of the Companies Act, 2013.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE
STOCK OPTION SCHEME:
During the year the Company has not issued any equity shares with differential voting
rights or sweat equity shares or shares under employee stock option scheme. Hence
disclosure regarding the same is not given.
AUDITORS:
M/s. Shah & Shah Associates, Chartered Accountants, the existing Auditors of the
Company were appointed as Auditors at the 27th AGM for holding the office from the
conclusion of that 27th AGM till the conclusion of the 32nd AGM. At
the same AGM, any one of the Directors of the Company was authorized to fix the
remuneration of the Statutory Auditors.
In view of the Companies (Amendment) Act, 2017, the first proviso in sub-section (1) in
section 139 of the Companies Act, 2013 has been omitted with effect from 7th
May, 2018. In view of this, the said appointment of auditor is no longer required to be
ratified by the members at every annual general meeting.
The Board has duly reviewed the Statutory Auditors Report on the Accounts. The
observations, comments and notes of the Auditor are selfexplanatory and do not call for
any further explanation /clarification.
COST AUDITORS AND COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act, 2013, the maintenance of Cost records has
not been specified to the Company. Hence disclosure regarding the same is not given.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Manoj Hurkat & Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as "Annexure-1".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment measures in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. During the year, there were no complaints received under the
said act. The Company has complied with the applicable provisions of the Act including the
constitution of internal complaints committee.
AUDIT COMMITTEE:
At the beginning of the year, the Audit Committee consisted of the following Directors:
| 1. |
Mr. Shankarlal S. Thakkar |
Chairperson |
| 2. |
Mr. Liladharbhai L. Thakkar |
Member |
| 3. |
Mr. Pravinkumar M. Thakkar |
Member |
During the year, the constitution of the Committee changed w.e.f. 1st
October, 2022 due to cessation of Independent Directors and appointment of new Independent
Directors. Hence, the constitution of Audit Committee as on 31st March, 2023 is
as under:
| 1. |
Mr. Jitendrakumar P. Thakker |
Chairperson |
| 2. |
Mr. Nikeshkumar B. Patel |
Member |
| 3. |
Mr. Kamleshkumar C. Soni |
Member |
NOMINATION & REMUNERATION COMMITTEE:
At the beginning of the year, the Nomination & Remuneration Committee consisted of
the following Directors:
| 1. |
Mr. Shankarlal S. Thakkar |
Chairperson |
| 2. |
Mr. Liladharbhai L. Thakkar |
Member |
| 3. |
Mr. Pravinkumar M. Thakkar |
Member |
During the year, the constitution of the Committee changed w.e.f. 1st
October, 2022 due to cessation of Independent Directors and appointment of new Independent
Directors. Hence, the constitution of Audit Committee as on 31st March, 2023 is
as under:
| 1. |
Mr. Jitendrakumar P. Thakker |
Chairperson |
| 2. |
Mr. Nikeshkumar B. Patel |
Member |
| 3. |
Mr. Kamleshkumar C. Soni |
Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
At the beginning of the year, the Stakeholders Relationship Committee consisted of the
following Directors:
| 1. |
Mr. Liladharbhai L. Thakkar |
Chairperson |
| 2. |
Mr. Pravinkumar M. Thakkar |
Member |
| 3. |
Mr. Jagdish R. Acharya |
Member |
During the year, the constitution of the Committee changed w.e.f. 1st
October, 2022 due to cessation of Independent Directors and appointment of new Independent
Directors. Hence, the constitution of Audit Committee as on 31st March, 2023 is
as under:
| 1. |
Mr. Kamleshkumar C. Soni |
Chairperson |
| 2. |
Mr. Jitendrakumar P. Thakker |
Member |
| 3. |
Mr.Jagdish R. Acharya |
Member |
VIGIL MECHANISM:
The Company has a vigil mechanism for its directors and employees, to deal with
instance of fraud/ mismanagement, if any and to report concerns about unethical behavior,
actual or suspected fraud or violation of the Companys code of conduct or ethics policy.
The details of policy posted on the website of the Company.
CODE OF BUSINESS CONDUCT AND ETHICS:
The Company has laid down a Code of Conduct (COC) which is applicable to all the Board
members and Senior Management of the Company. The COC is available on the website of the
Company www.parkeragrochem.com. All the members of the Board and Senior Management have
affirmed compliance with the Code.
RISK MANAGEMENT POLICY/PLAN:
It may please be noted that as per the applicable requirement of Companies Act, 2013 a
risk management policy/plan of the Company is developed and implemented for creating and
protecting the Shareholders value by minimizing threats or losses and to identify and
Provide a framework that enables future activities of a Company to take place in a
consistent and controlled manner.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selectionand appointment of Directors, Senior Management and their
remuneration.
The Companys shareholders may refer the Companys website www.parkeragrochem.com for
the detailed Nomination & Remuneration Policy on the appointment and remuneration of
Directors including criteria for determining qualifications, positive attributes,
independence of a Director; and other matters provided under sub-section (3) of section
178.
The Companys remuneration policy is directed towards rewarding performance based on
review of achievements periodically. The remuneration policy is in consonance with the
existing industry practice.
ANALYSIS OF REMUNERATION:
The details of remuneration paid to Directors and Key Managerial Personnel are given in
extract of Annual Return attached with this report.
Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013
read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are
given as follows:
| Names and Positions |
[A] Ratio of Directors Remuneration to the median Remuneration of Employees |
[B] Percentage (%) increase in Remuneration |
| Mr. Jagdish R. Acharya (Chairperson & Managing Director) |
9.52 |
N.A. |
| Mrs. Shantaben J. Acharya (Non-Executive Director) |
- |
- |
| Mr. Natvar J. Acharya (Non-Executive Acharya) |
1.90 |
- |
| Mr. Jitendrakumar P. Thakkar (Independent Director) |
- |
- |
| Mr. Nikeshkumar B. Patel (Independent Director) |
- |
- |
| Mr. Kamleshkumar C. Soni (Independent Director) |
- |
- |
| The median remuneration of employees of the Company during the financial year was Rs.
1,26,100/- p.a. |
|
| [A] Percentage increase in the median Remuneration of Employees |
(1.56%) |
| [B] Number of permanent Employees on the rolls of Company |
18 (Eighteen) |
| [C] Average percentile increase already made in the salaries of employees other
than the managerial |
There was decrease of 1.26% in the average salaries of employees other
than managerial personnel in 2022-23. |
| personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof |
There was no change in the Managerial Remuneration in 2022-23 as compared
to the year 2021-22. There was no change in the monthly remuneration payable to CFO during
the year 2022-23, however, there was increase of 10.91% in the remuneration of CS in the
year 2022-23. |
PARTICULARS OF EMPLOYEES:
The statement showing names of top ten employees in terms of remuneration drawn is
given as Annexure - 2.
There are no employees of the Company drawing remuneration requiring disclosure of
information under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
DETAILS OF THE REMUNERATION TO MANAGING DIRECTOR/WHOLE-TIME DIRECTOR (AS PER CLAUSE-IV
OF SECTION-II OF PART-II OF SCHEDULE V):
(i) All elements of the remuneration package such as salary, benefits, bonuses, stock
options and pension:
The details are given in Annual Return placed on the website of the Company.
(ii) Details of fixed component and performance-linked incentives, along with the
performance criteria:
The details are given in Annual Return placed on the website of the Company and
performance criteria is linked with net profit of the Company.
(iii) Service contracts, notice period and severance fees:
Pursuant to the approval of members in the 28th AGM, Mr. Jagdish Acharya,
Managing Director has been appointed for a period of 3 years w.e.f. 31st March,
2021. Notice period is 90 days and no severance fees.
(iv) Stock option details, if any, and whether these have been issued at a discount, as
well as the period over which they accrued and how they are exercisable:
The Company has not granted any stock option.
REGULATORY ORDERS:
During the year there were no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Companys operations in
future.
CSR COMMITTEE:
As the requirement of CSR Committee is not applicable to the Company, no further
details/disclosure required to be given in this regard. DETAILS ON CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy
| (i) the steps taken or impact on conservation of energy |
The Company accords high priority to conservation of energy. Several concrete steps
have been taken to save energy. |
| (ii) the steps taken by the company for utilizing alternate sources of energy |
The Company is not utilizing alternate sources of energy. |
| (iii) the capital investment on energy conservation equipments |
NIL |
| (B) Technology absorption |
|
| (i) the efforts made towards technology absorption |
NIL |
| (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution |
NIL |
| (iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) |
The Company has not imported any technology during the year. Hence, there are no
details to be |
| (a) the details of technology imported; |
furnished under and of the sub clauses of this clause. |
| (b) the year of import; |
|
| (c) whether the technology been fully absorbed; |
|
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and |
|
| (iv) the expenditure incurred on Research and Development |
There are no expenditure incurred on Research and Development by the Company |
| (C) Foreign exchange earnings and Outgo |
|
| The Foreign Exchange earned in terms of actual inflows during the year and |
NIL |
| The Foreign Exchange outgo during the year in terms of actual outflows |
NIL |
INTERNAL FINANCIAL CONTROL:
The Directors had laid down Internal Financial Controls to be followed by the Company
and that such Internal Financial Controls are adequate and were operating effectively.
DEPOSITS:
During the year under report, your Company has not accepted any deposits pursuant to
Section 73 of the Companies Act, 2013. Hence further details are not given.
Details of money accepted (if any during the year) by the Company from the Directors
and/or the relatives of Directors of the Company are given in the notes to the Financial
Statements and the same are not deposit as per the applicable provisions of Companies Act,
2013 and rules made thereunder.
CORPORATE GOVERNANCE:
As per Regulation 15 (2) of SEBI (LODR) Regulations, 2015 the compliance with Corporate
Governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26,
27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 and Para C, D and E of
Schedule V shall not apply, in respect of the listed entity having paid up equity share
capital not exceeding Rupees Ten Crores and net worth not exceeding Rupees Twenty Five
Crores, as on the last day of the previous financial year.
It may please be noted that as our Company is not falling in the applicability criteria
prescribed as mentioned above, Regulation 27 (2) is not mandatory for the time being to
the Company.
Hence, the Report on Corporate Governance is not forming part of the Directors Report.
EXTRACT OF ANNUAL RETURN:
The draft of the Annual Return of the Company for the financial year 2022-23 in form
MGT-7 has been made available on the website of the Company at
http://www.parkeragrochem.com.
PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT,
2013:
There are no Loans, Investments or Guarantees /Security given by the Company during the
year under section 186 of the Companies Act, 2013; hence no particulars are required to be
given.
RELATED PARTY TRANSACTION:
Particulars of contacts or arrangements with related parties referred to in section
188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as "Annexure-3"
to Directors Report. The related party transactions are otherwise carried out in the
ordinary course of business and on arms length basis and the same are in the best
interest of the Company. The related party transactions are due to business exigencies.
MANAGEMENT DISCUSSION AND ANALYSIS:
Necessary Management Discussion and Analysis Report, pursuant to Regulation 34(2)(e) of
The SEBI (LODR) Regulations, 2015 is appended as "Annexure-4" to
Directors Report.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation for significant
contribution made by the employees at all the levels through their dedication, hard work
and commitment, thereby enabling the Company to boost its performance during the year
under report.
Your Directors also take this opportunity to place on record the valuable co-operation
and continuous support extended by its valued business associates, Auditors, Supplier,
Customers, Banks / Financial Institutions, Government authorities and the shareholders for
their continuously reposed confidence in the Company and look forward to having the same
support in all its future endeavors.
|
By Order of the Board |
|
sd/- |
| Place : Ahmedabad |
Jagdish R. Acharya |
| Date : 30th May, 2023 |
(DIN: 01251240) |
|
Chairperson & Managing Director |
+91-9892691696
