To,
The Members,
PUROHIT CONSTRUCTION LIMITED
Your directors have pleasure in presenting 32nd Annual Report together with
the Audited Financial Statements and Auditors Report thereon for the year ended on 31st
March, 2023.
1. FINANCIAL RESULTS: Rs. in Thousands
Particulars |
Standalone |
|
For the year ended March 31,2023 |
For the year ended March 31,2022 |
Total Income (incl. Other Income) |
12,043 |
2,713 |
Financial Expenses |
-- |
10 |
Depreciation |
114 |
430 |
Profit/ (Loss) Before Taxation |
(7,606) |
(7,465) |
Exceptional Item |
-- |
-- |
Less: Provision for Income Tax |
-- |
-- |
Less: Provision for Deferred Tax |
(29) |
48 |
Profit After Taxation |
(7,577) |
(7,513) |
Less: Prior Period adjustment |
- |
- |
Surplus Brought Forward |
(11,829) |
(4,315) |
Net Balance carried to Balance Sheet |
(19,406) |
(11,828) |
2. OPERATION / STATE OF AFFAIRS
The Company has completed all the projects on hand during the year under review, the
total income of the Company has been increased from Rs. 2,713 thousand in previous year to
Rs. 12,043 thousand in current year. Consequently, the Profit before tax of the Company
has been increased from Rs. 7,465 thousand to Rs. 7,606 thousand and Profit/Loss after Tax
from Rs. 7,513 thousand to Rs. 7,577 thousand in the current financial year.
3. DIVIDEND:
In view of losses, the Board of directors do not recommend any payment of dividend for
the financial year under review.
4. AMOUNT TRANSFERRED TO RESERVES:
During the year, Company has not transferred any amount to reserves.
5. DEPOSITS:
The Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during
financial year under review.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:
No material changes or commitments, affecting the financial position of the Company
have occurred between the end of the financial year of the Company, to which the financial
statements relate i.e. 31st March, 2023 and the date of the Boards Report.
7. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business.
8. CHANGES IN SHARE CAPITAL:
During the year under review, there was no change in the Companys issued, subscribed
and paid - up equity share capital. As on 31st March, 2023, it stood at Rs.
4,40,56,000/- consisting of 44,05,600 equity shares of Rs. 10/- each.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
9.1 Pursuant to the provisions of Section 152 and other applicable provisions if any,
of the Companies Act, 2013, Shri Saumil Narendrabhai Purohit (DIN: 01861110), Managing
Director of the Company, is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for reappointment. The Board recommends his
reappointment.
9.2 During the year under review,
1. Shri Saumil Purohit (DIN: 01861110) was re-appointed as Joint Managing Director for
a further period of 3 years w.e.f. 1st January, 2023 and his re-appointment was approved
in the Annual General Meeting held on 12th August, 2022.
2. Shri Narendra Purohit (DIN: 00755195) was re-appointed as Joint Managing Director
for a further period of 5 years w.e.f. 1st April, 2022 and his re-appointment was approved
in the Annual General Meeting held on 12th August, 2022.
3. Shri Daarrpan Rajeshbhai Shah (DIN: 09449828) was appointed as an Additional
Director (Independent Category) of the Company w.e.f. 9th July, 2022, and his appointment
was approved for the term of 5 years in the Annual General Meeting held on 12th August,
2022.
4. Shri Karan Sudhirkumar Shah (DIN: 09666627) was appointed as an Additional Director
(Independent Category) of the Company w.e.f. 9th July, 2022, and his appointment was
approved for the term of 5 years in the Annual General Meeting held on 12th August, 2022.
5. Smt. Fatima Iyer (DIN: 07047815) was appointed as an Additional Director
(Independent Category) of the Company w.e.f. 9th July, 2022, and his appointment was
approved for the term of 5 years in the Annual General Meeting held on 12th August, 2022.
6. Shri Mahendra Harkishandas Sanghani, Shri Nishitkumar Bhikhubhai Gohel and Smt.
Jagrutiben Hitenbhai Shah ceased to be Independent Directors of the Company w.e.f. 12th
September, 2022 due to expiry of their second term as Independent Directors.
9.3 As on 31.03.2023, following are the Key Managerial Personnel of the Company:
Mr. Narendra Purohit - Chairman and Managing Director
Mr. Saumil Narendrabhai Purohit - Managing Director and CFO
Mr. Nishitkumar Chinubhai Sandhani - Company Secretary & Compliance Officer
9.4 Declaration by Independent Directors
Pursuant to the provisions of Section 134 of Companies Act, 2013 with respect to the
declaration given by the Independent Directors of the Company under Section 149(6) of the
Companies Act, 2013, the Board hereby confirms that all the Independent Directors have
given declarations and further confirms that they meet the criteria of Independence as per
the provisions of Section 149 (6) and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended from time to time and the
Independent Directors have confirmed that they were not aware of any circumstances or
situation which exists or may be anticipated that could impair or impact their ability to
discharge their duties.
9.5 Policy on Appointment and Remuneration of Directors, KMP and Senior Management
Personnel.
The Policy of the Company on Appointment and remuneration of Directors, Key Managerial
Personnel and other employees of the company pursuant to sub - Section (3) of Section 178
is appended as Annexure 1 to this Report. The Policy has been posted on the website
of the Company
http://www.purohitconstruction.com/InvestorRelations.aspx. Further, the Board is of
the opinion that the Independent Directors of the Company possess requisite
qualifications, experience (including the proficiency) and expertise in their respective
fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of
the Listing Regulations, the Independent Directors have confirmed that they are not aware
of any circumstance or situation which exists or may be anticipated that could impair or
impact their ability to discharge their duties.
9.6 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
he policy and details of familiarization programme imparted to the Independent
Directors of the Company has been kept on the website of the Company at the link: http://
www.purohitconstruction.com/InvestorRelations.aspx
9.7 Formal Annual Evaluation Process by Board:
The Company has in place a formal mechanism for evaluating its performance as well as
that of its Committees and individual Directors, including the Chairman of the Board. The
Board after taking into consideration the criteria of evaluation laid down by the
Nomination and Remuneration Committee in its policy such as Board Composition, level of
involvement, performance of duties, attendance etc. had evaluated its own performance, the
performance of its committees and Independent Directors (excluding the Director being
evaluated) and that of the Chairman. The performance evaluation of Non-Independent
Directors was carried out by the Independent Directors in their separate meeting held.
The Board of Directors was satisfied with the evaluation results, which reflected the
overall engagement of the Board and its Committees with the Company.
10. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of section 134 (5) of the Companies Act, 2013, in relation to financial
statements for the year the Board of Directors state that:
(a) In the preparation of Annual Accounts for the period ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures.
(b) The Directors have 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 year ended March 31, 2023.
(c) The Directors have 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;
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors, have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were 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.
11. NUMBER OF MEETINGS OF BOARD:
During the year under review, ten meetings of the Board of Directors were held on 20th
April, 2022, 18th May, 2022, 30th May, 2022, 9th July, 2022, 18th July, 2022, 12th August,
2022, 13th August, 2022, 12th September, 2022, 14th November, 2022 and 14th February,
2023. This intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013.
12. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:
Details pertaining to remuneration and other details as required under Section 197 (12)
of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as Annexure 2 to this report.
In terms of provisions of Section 136(1) of the Act, the Annual Report excluding the
disclosures pertaining to remuneration and other details as required under Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is being sent to the members of the Company. The said
information is open for inspection at the registered office of the Company during working
hours except on Saturday and Sunday till the date of Annual General Meeting and any member
interested in obtaining such information may write to the Company Secretary and the same
will be furnished on request.
13. CORPORATE GOVERNANCE:
Since the paid-up share capital and net worth of the Company do not exceed Rupees Ten
Crore and Rupees Twenty Five Crore respectively as on the last day of previous financial
year, the compliance with the Corporate Governance provisions as specified in Regulation
17 to 27 and Clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, shall not apply
to the Company. Hence no corporate governance report is disclosed in this Annual Report.
However, as a good corporate governance practice, the Company has been complying some of
the important compliance in connection with the aforesaid provisions / regulations
voluntarily.
14. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report on the operations of the Company as
required under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed herewith as Annexure 6.
15. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:
All Transaction entered into with the Related Parties during the financial year under
the review were on arms length basis and were in the ordinary course of business.
The Policy on materiality of related Party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Companys website http://
www.purohitconstruction.com/InvestorRelations.aspx
The summary of related party transaction is given in AOC-2 is annexed herewith as Annexure
3 which forms part of this report.
16. AUDITORS AND AUDITORS REPORT:
16.1 STATUTORY AUDITORS:
M/s. Naresh J. Patel & Co., Chartered Accountants (Firm Reg. No. 132988W), were
appointed as Statutory Auditors of the Company for a term of five years to hold office
till the conclusion of the Annual General Meeting to be held for the Financial Year
2026-27.
The Auditors Report does not contain any qualification, reservation, adverse remark or
disclaimer and they have not reported any incident of fraud pursuant to the provision of
Section 143(12) of the Act, accordingly, no such details are required to be reported under
Section 134(3)(ca) of the Act.
16.2 INTERNAL AUDITORS:
The Board on the recommendation of Audit Committee had appointed M/s. Paresh Rupabhinda
& Associates, Chartered Accountants (FRN: 135056W) as an Internal Auditors for the
financial year 2023-24.
16.3 SECRETARIAL AUDITORS:
The Board on the recommendation of Audit Committee has appointed M/s. Parikh Dave &
Associates, Practicing Company Secretaries as the Secretarial Auditors for the financial
year 2023-24.
The report of Secretarial Auditors for the FY 2022- 2023 is annexed as Annexure 4.
Their report does not contain any adverse remark or observation. During the year under
review, neither the statutory auditors nor the secretarial auditors has reported to the
Audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Boards report.
17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a proper and adequate system of internal control in all spheres of its
activities to ensure that all its assets are safeguarded and protected against loss from
unauthorized use or disposition and that the transactions are authorized, recorded and
reported diligently.
The Company ensures adherence to all internal control policies and procedures as well
as compliances with all regulatory guidelines.
The Audit Committee of the Company periodically reviews the adequacy of internal
financial controls.
18. SECRETARIAL STANDARDS:
The Board of Directors of the company confirms to the best of their knowledge and
belief that the Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India as amended from time to
time and made applicable by the Ministry of Corporate Affairs during the financial year
under review.
19. INDUSTRIAL RELATIONS:
The Company has maintained cordial relations with the employees of the Company
throughout the year. The Directors wishes to place on record sincere appreciation for the
services rendered by the employees of the Company during the year.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
21. RISK MANAGEMENT:
The Company has formulated the Risk Management Policy in order to safeguard the
organization from various risks through timely actions and to mitigate the effect of risk
bearing impact on the Business.
In the opinion of the Board there has been no identification of element of Risk that
may threaten the existence of the Company.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees, Investment and Advances made if any, are mentioned in
notes to the Financial Statement.
23. ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual Return
of the Company for the financial year ended March 31, 2023 is placed on the Companys
website at www.purohitconstruction.com.
24. AUDIT COMMITTEE:
As on 31st March, 2023 the Audit committee consist of following directors as its
members:
Name of the Member |
Position |
Category |
*Shri Mahendra Sanghani |
Chairman |
Independent Director |
*Shri Nishitkumar Gohel |
Member |
Independent Director |
*Smt. Jagrutiben Shah |
Member |
Independent Director |
#Shri Karan Shah |
Chairman |
Independent Director |
#Shri Daarrpan Shah |
Member |
Independent Director |
#Smt. Fatima Iyer |
Member |
Independent Director |
*During the year under review the, Shri Mahendra Sanghani, Shri Nishitkumar Gohel and
Smt. Jagrutiben Shah, Independent Directors of the Company ceased to be member of the
Audit Committee w.e.f. 09th July, 2022 due to expiry of their second term as
Independent Directors of the Company.
# Shri Karan Shah, Shri Daarrpan Shah and Smt. Fatima Iyer, were appointed as the
Members of the Audit Committee w.e.f. 9th July, 2022.
During the year under review, seven committee meetings were held on (1) 20th April,
2022 (2) 18th May, 2022 (3) 18th July, 2022 (4) 13th August, 2022 (5) 14th November, 2022
(6) 14th February, 2023 and (7) 15th March, 2023 which has been attended by all the
members.
The recommendations of Audit Committee were duly accepted by the Board of Directors.
25. SUBSIDIARIES COMPANIES , ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesnt have any Subsidiaries, Associates or Joint Venture Companies.
26. SAFETY, HEALTH AND ENVIRONMENT:
(a) Safety: The Company encourages a high level of awareness of safety issues
among its employees and strives for continuous improvement. All incidents are analysed in
the safety committee meetings and corrective actions are taken immediately. Employees are
trained in safe practices to be followed at work place.
(b) Health: Your Company attaches utmost importance to the health of its
employees. Periodic checkup of employees is done to monitor their health. Health related
issues if any are discussed with visiting Medical Officer.
(c) Environment: Company always strives hard to give importance to environmental
issues in normal course of operations. Adherence to Environmental and pollution control
Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.
27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Companies Act, 2013 read with the rules made thereunder
and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a Vigil Mechanism for directors and
employees to report genuine concerns about any instance of any irregularity, unethical
practice and/or misconduct. The policy is available on the website of the Company http://www.purohitconstruction.com/
InvestorRelations.aspx
It is affirmed that no personnel of the Company have been denied access to the Audit
Committee during the year under review.
28. MAINTENANCE OF COST RECORDS AND COST AUDIT:
The Company is not required to maintain any cost records prescribed under section 148
of the Companies Act, 2013 and rules made thereunder and hence cost audit is also not
applicable.
29. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Considering gender equality, the Company has zero tolerance for sexual harassment at
workplace. The Company has 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. An Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
No complaints were received during the year.
This policy is posted on weblink http://www.purohitconstruction.com/InvestorRelations.aspx
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Statement of particulars with respect to Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo pursuant to provisions of 134 of the
Companies Act, 2013 is given in Annexure 5 to this Report.
31. CODE OF CONDUCT:
The Company has laid down a Code of Conduct applicable to the Board of Directors and
Senior
management which is available on Companys website. All Board members and senior
management personnel have affirmed compliance with the Code of Conduct.
32. CODE OF FAIR DISCLOSURE:
As required under the new Insider Trading Policy Regulations of SEBI, your directors
have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts
for Regulating, Monitoring and Reporting of Trading by Insider. For details, please refer
to the companys website on following link http://www.purohitconstruction.com/InvestorRelations.aspx.
33. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Companys operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its other stakeholders by
ensuring that its corporate actions positively impact the socio-economic and environmental
dimensions and contribute to sustainable growth and development.
34. INSURANCE:
The Company has taken adequate insurance to cover its assets.
35. LISTING:
Your companys shares are listed with The BSE Limited, Mumbai. (Stock Code: - 538993)
and Ahmedabad Stock Exchange Limited (scrip code: - PCL). The Company has already paid
Annual Listing fees to BSE Limited.
36. CAUTIONARY STATEMENT:
Statements in the Boards Report and the Management Discussion & Analysis
describing the Companys objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Companys operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within the country and
other factors such as litigation and industrial relations.
37. ACKNOWLEDGMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, vendors and
other business partners for the excellent support received from them during the year. The
Directors place on record their sincere appreciation to all employees of the Company for
their unstinted commitment and continued contribution to the Company.
FOR AND ON BEHALF OF THE BOARD FOR PUROHIT CONSTRUCTION LIMITED
Narendra Purohit
Date : 31/08/2023 Place : Ahmedabad
Chairman & Managing Director (DIN: 00755195)
+91-9892691696
