2. FINANCIAL PERFORMANCE
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.
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.
During the year board in its meeting held on 1st September, 2022 had passed
resolution for re-classification of its Promoters/Promoters Group from
"Promoter" category to "public category. Company has filed the application
for re-classification of its Promoters/Promoters Group from "Promoter" category
to "public 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.
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, 2023, 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 "Annexure III". 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 Companys 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 "Annexure
II". 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 "Annexure I".
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
During the year under review, Honble 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 Companys 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 Companys 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.
Secretarial Auditor
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 "Annexure IV".
27. AUDITORS REPORT
Statutory Auditors 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 Auditors 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:
During the year under review, Honble 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 Honble 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
+91-9892691696
