Pursuant to Section 129(3) of Companies Act, 2013read with Rule 5 of Companies
(Accounts) Rules, 2014,
Dear Members,
Your Directors have pleasure in presenting their 63rd Annual Report on the
business and operations of your Company together with the Audited Accounts for the
Financial Year ended 31st March, 2023.
1. FINANCIAL AND OPERATIONAL RESULTS
A. Financial results (Standalone)
Financial and Operational Results of the Company for the Financial Year ended 31st
March, 2023 as compared to the previous financial year, is summarized as herein below:
Rs. in Lacs
Particulars |
31.03.2023 |
31.03.2022 |
| Gross sales/operations |
16431.06 |
23907.18 |
Expenditure (Excluding depreciation) |
9103.34 |
25030.84 |
| Depreciation |
16.07 |
28.62 |
| Total Expenditure |
9119.41 |
25059.46 |
| Profit Before Tax (PBT) |
7311.65 |
-1152.28 |
| Provision for tax including |
388.03 |
0.43 |
| Deferred Tax |
0.49 |
|
| Net Profit After Tax (PAT) |
6923.13 |
1152.71 |
B. Financial results (Consolidated)
Financial and Operational Results of the Company for the Financial Year ended 31st
March, 2023 as compared to the previous financial year, is summarized as herein below:
Rs. in Lacs
Particulars |
31.03.2023 |
31.03.2022 |
| Gross sales/operations |
18162.58 |
24495.00 |
Expenditure (Excluding depreciation) |
10770.55 |
25625.27 |
| Depreciation |
77.17 |
28.97 |
| Total Expenditure |
10847.72 |
25654.24 |
| Profit Before Tax (PBT) |
7314.86 |
1149.55 |
| Provision for tax including |
388.03 |
0.35 |
| Deferred Tax |
0.50 |
|
| Net Profit After Tax (PAT) |
6926.32 |
-1149.93 |
2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:
There are 2 subsidiaries Techstar India Ltd (India), LARambla Lifestyle Private Limited
(India) during F.Y.2022-23, wherein the Company holds 100% of the paid up equity share
capital. The Report on the performance and Statement containing salient feature of
Financial Statement of aforesaid subsidiary company is separately attached with this
Annual Report in Form No. AOC-1. In accordance with Section 136 of Companies Act, 2013 the
Financial Statements of the Company including the Consolidated Financial Statements
related to its subsidiary entity are availableat Companys website (www.pbltd.in)
3. DIVIDEND
The Company is focusing on growth and expansion. Hence, your Directors do not recommend
dividend for the year under review.
4. SHARE CAPITAL
There are no changes in the Share Capital of the Company during the financial year.
5. TRASNFER TO RESERVES
The Company has transferred losses to Reserves in Financial year 2022-23.
6. DEPOSITS
Your Company has not accepted any deposits from the public falling within the ambit of
Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance
of Deposits) Rules, 2014.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the
Financial Statement.
8. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There have been no material changes andcommitments affecting the financial position of
theCompany which have occurred between 31st March, 2023 and the date of this report other
than those disclosed in this report.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR
TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunal
which would impact the going concern status of your Company and its future operations
10. DETAILS OF REMUNERATION TODIRECTORS
Disclosure with respect to the remuneration of Directors and employees as required
under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 has been appended as ANNEXURE
I
11. EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read
with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of
Annual Return in prescribed Form MGT-9 is given in the Report as ANNEXURE II andalso
provided on the website of the Company www.pbltd.in
12. AUDITORS
1. Statutory Auditors
M/s. Jain Vinay & Associates, Chartered Accountants, Mumbai (M. No 403919) as
Statutory Auditors of the Company at the Annual General Meeting held on 30th September,
2023 for the FY 2022-23, appointed from conclusion of this Annual General Meeting until
Conclusion of Annual General Meeting to be held in year 2024 i . e . f o r F y 2 0 2 3 - 2
0 2 4 and fix the remuneration, Subject to re-appointment in upcoming AGM to be held on 30th
September, 2023.
13. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s. SARK & Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2023-24. The Report of the
Secretarial Auditor is annexed herewith as ANNEXURE III and forms an integral part
of this Report.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), as prescribed in Form AOC - 2 are appended as ANNEXURE IV.
15. BOARD OF DIRECTORS
The Board of Directors of the Company is duly constituted as per the provisions of the
Companies Act, 2013 & applicable provisions, rules & regulations of SEBI (LODR)
Regulations, 2015, during the year 2022-23
16. DECLARATIONS GIVEN BY INDEPENDENTDIRECTORS
All Independent Directors have submitted the declaration of Independence as required
under Section149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 16
(1) (b) of the SEBI (LODR) Regulations, 2015.
17. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Financial Control System commensurate with the size, scale
and complexity of its operations. Your 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 through mitigating
action on continuing basis. The Internal Financial Control System has been routinely
tested and certified by Statutory as well as Internal Auditors. Significant Audit
observations and follow up actions thereon are reported to the Audit Committee.
18. POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION
The policies 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 of the Act forms part of
Corporate Governance Report. Gist of this policy is given in ANNEXURE V to this
report. The detailed policy is available on the Companys website www.pbltd.in.
19. EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013read with rules issued
thereunder, Regulation 17(10) ofthe Listing Regulations and guidance note issued bySEBI,
the Independent Directors of the Board carriedout the annual evaluation of the performance
of the Board as a whole, the Directors individually as well as of various Committees of
the Board. The performance evaluation of the Independent Directors was carried out by the
Nomination and Remuneration Committeeand noted in turn by the Board.
20. BOARD COMMITTEES
Your Company has following Committees of Board,viz,
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of reference and
meetings held during the year are provided in Report on Corporate Governance forming part
of the Annual Report.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the
Act with respect to Directors Responsibility Statement, your Directors hereby confirm
that: in the preparation of the annual accounts, the applicable accounting standards have
been followed; appropriate accounting policies have been selected and applied consistently
and estimates and judgments made are reasonable and prudent so as to give a true and fair
viewof the state of affairs of the Company at the end of the financial year and of the
Profit of the Company for that period;
proper and sufficient care for maintenance of adequate accounting records in accordance
with the provisions of Act have been taken for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; the annual accounts have
been prepared on a going concern basis; and proper systems have been devised to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
21. RISK MANAGEMENT AND INTERNAL CONTROLS
The Company has a well-defined risk management framework in place. The details of the
risks faced by the Company and the mitigation thereof are discussed in detail in the
Management Discussion and Analysis report that forms part of the Annual Report.
22. REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the year
under review, as stipulated under regulation 34 of the SEBI (LODR) Regulations, 2015 forms
part of the Annual Report. The certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is annexed to the Corporate
Governance Report.
23. BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on the Companys policies
and strategy apart from other Board matters.
During the financial year 2022-23, 6 (Six) boardmeetings were held on 30.05.2022,
12.08.2022, 07.09.2022, 14.11.2022, 14.02.2023 and 08.03.2023. The gap between the two
board meetingsdid not exceed 120 days.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details relating to nature of activities which are being carried on by the Company,
the particulars as prescribed under Section 134(3)(m) of the Act read with Companies
(Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and
research and development are as follows:
25. RESEARCH & DEVELOPMENT
During the year the Company has not conducted any Research & Development activity.
26. TECHNOLOGY ABSORPTION, ADAPTATIONAND INNOVATION
Efforts are being made towards Technology adaption and innovation. The Company at
present does not have any formal technical collaboration.
27. FOREIGN EXCHANGE EARNINGS ANDOUTGO
| Particulars |
2022-23 |
2021-22 |
| Foreign Exchange |
NIL |
NIL |
| Earnings |
|
|
| Foreign Exchange |
NIL |
NIL |
| Outgoings |
|
|
28. LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange
Ltd.
29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism toprovide appropriate avenues to the
Directors and employees to bring to the attention of the Management, the concerns about
behaviour of employees that raise concerns including fraud by using the mechanism provided
in the Whistle Blower Policy. The details of the said Policy are included in the Report on
Corporate Governance which forms part of the Annual Report. During the financial year
2022-23, no cases under this mechanism were reported in the Company and any of its
subsidiaries/ associates.
30. DISCLOSURE UNDER THE SEXUAL
Constitution of POSH Committee:
# |
Post of Committee Member |
Employee Name |
Desig- nation |
Mobile #Email |
1 |
Presiding officer |
Riddhi Mehta |
Director |
|
2 |
Member |
Prerna Pdenekar |
HR Asst |
9867790378 |
3 |
External Member |
Yashashree Ukidave |
Outsider |
9820211913 yshreeparanjape@gmail.com |
The following is summary of sexual harassment complaints received and disposed off
during thecalendar year:
| No. of Complaints received |
Nil |
| No. of Complaints disposed off |
Nil |
31. MANAGEMENT DISCUSSION ANDANALYSIS REPORT
Further, a separate Management Discussion and Analysis Report covering a wide range of
issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process,
Business Outlook among others is annexed to this Report.
32. ACKNOWLEDGEMENTS
The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance,
Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository
Limited, other government and regulatory authorities, financial institutions and the
bankers of the company for their ongoing support. The Directors also place on record their
sincere appreciation for the continued support extended by the Companys
HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal)
Act, 2013. Complaint Redressal Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The policy is available on the Companys website
www.pbltd.in. stakeholders and trust reposed by them in theCompany. The Directors
sincerely appreciate the commitment displayed by the employees of the Company resulting in
satisfactory performance during the year.
By Order of the BoardSd/-
Parimal Mehta
Director (DIN 03514645)
Date: 07.09.2023
(CIN: L99999MH1960PLC011864)
+91-9892691696
