To,
The Members of
M/s Franklin Industries Limited
(Previously known as M/s Murad Properties & Projects Limited)
Your Directors have pleasure in presenting the 41st Annual Report of the
Company together with the Audited Accounts for the financial year ended on 31st
March, 2023 for your perusal, consideration and adoption.
State of Affairs of the Company:
Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
Sales |
20,51,90,852 |
17,00,85,012 |
Other Income |
32,584 |
7,36,109 |
Less: Expenditure |
17,68,32,127 |
17,06,68,544 |
Profit Before Exceptional, |
2,83,91,309 |
1,52,577 |
Extraordinary Items & Taxation |
|
|
Less: Exceptional Items |
(2,54,95,384) |
NIL |
Less: Extra Ordinary Items |
NIL |
NIL |
Profit/(Loss) before Taxation |
28,95,925 |
1,52,577 |
Less : Current Tax |
(7,26,246) |
(39,670) |
Less : Deferred Tax Charge/ (Credit) |
(26,694) |
(43,190) |
Profit/(Loss) after Tax |
21,42,985 |
69,717 |
Companys Performance:
Company was worked in two segments, one in Wholesale trading of Agriculture Commodities
and other in wholesale trading of Jewellery. However, the Company has Closure its
Jewellery Business from the 17th February, 2023. Now Company is engaged only in
Wholesale trading of Agriculture Commodities.
Your company earned a total Revenue of Rs. 20,52,23,436/- during the FY 2022-23 in
compared of Rs. 17,08,21,121 during the FY 2021-22. Company has earned a net profit after
tax of Rs. 21,42,985/- as compared to net profit after tax of Rs. 69,717/- of previous
year.
Dividend:
Your directors do not recommend any dividend for the current year.
Director and Key Managerial Personal:
Mr. Prakash Pai retires by rotation and being eligible has offered himself for re-
appointment.
The board recommends his re-appointment.
During the year, the non executive director has no pecuniary relation or transaction
with the company.
During the Year Mr. Alpesh Maheshbhai Gupta (DIN: 02227485) was Resigned from the Post
of Managing Director of the Company and Mr. Raj Rajan Shah (DIN: 10093531) was appointed
as a Managing Director of the Company as on 29.03.2023.
During the Year Mr. Dhaval Nagar was Resigned from the post of Company Secretary of the
Company w.e.f. 01.03.2023.
However following changes in the Board after the 31st March, 2023.
Mr. Joshua Gonsalves (DIN: 10118757) appointed as a Non-Executive Non-Independent
Director of the Company w.e.f. 18.04.2023.
Mr. Viren Rajeshkumar Makwana (DIN: 09007676) appointed as a Non-Executive
NonIndependent Director of the Company and Mr. Balabhai Bhurabhai Maguda (DIN: 08202655)
was resigned from the Post of Independent Directorship of the Company as on 18.04.2023.
Mr. Raj Rajan Shah (DIN: 10093531) was resigned from the Post of Managing Director of
the Company and Mr. Prakash Ganpathy Pai (DIN: 00789149) appointed as a Managing Direcor
of the Company w.e.f. 11.08.2023.
Financial Year:
There is no revision in financial statements or board report u/s 131 of the Companies
Act 2013 made by the company. The Financial Year of the Company is from 1st
April, 2022 to 31st March, 2023.
Particulars of Employees:
In terms of provisions of Section 197 read with Rule, 5 (2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employees are
receiving remuneration as mentioned as per the said section.
The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of
the Company is Nil.
Statutory Auditors:
At the Annual General Meeting held on September 30, 2022, M/s V S S B & Associates,
Chartered Accountants, were appointed as statutory auditors of the Company to hold office
till the conclusion of the Annual General Meeting to be held in the calendar year 2023. In
terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of
the auditors shall be placed for ratification at every Annual General Meeting.
Accordingly, the appointment of M/s V S S B & Associates (Formerly known as Vishves A.
Shah & Co.), Chartered Accountants, as statutory auditors of the Company, is placed
for ratification by the shareholders. In this regard, the Company has received a
certificate from the auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act, 2013.
Auditors Report:
The observations of the Auditors in their Report and Notes Attached to the Accounts to
the Accounts are Self-Explanatory and do not require any Further Clarifications.
Conservation of Energy, Research and Development, Technology Absorption, Foreign
Exchange Earnings and Outgo:
Particulars with respect to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act,
2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the
“Annexure- I” attached hereto and forms part of this Report.
Extract of Annual General Meeting:
As provided under Section 92(3) of the Act, the extract of annual return is given in
“Annexure II” in the prescribed Form MGT-9, which forms part of this
report.
Secretarial Audit:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of M/s. Dharti Patel & Associates, Company Secretary in
Practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) is attached as
“Annexure- III” to this Report.
Board Meetings held during the year during the year:
During the year the Company has held 7 Board Meetings as against the minimum
requirement of 4 meeting. The meetings were held on 30/05/2022, 12/07/2022, 02/09/2022,
11/11/2022, 07/02/2023, 01/03/2023 and 29/03/2023.
Directors Responsibility Statement:
To the best of our knowledge and belief and according to the information and
explanations obtained by us, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of the annual financial statements for the year ended March 31,
2023, the applicable Accounting Standards had been followed along with proper explanation
relating to material departures.
b) For the financial year ended March 31, 2023, such accounting policies as mentioned
in the Notes to the financial statements have been applied consistently and judgments and
estimates that are reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss of the Company for
the year ended March 31, 2023.
c) That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
d) The annual financial statements have been prepared on a going concern basis.
e) That proper internal financial controls were followed by the Company and that such
internal financial controls are adequate and were operating effectively.
f) That proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board Members and Senior Management
of the Company. Board Members and Senior Management Personnel have affirmed Compliance
with the Code for the period 2022-23.
The Company has adopted code of practices and procedures for fair disclosures of
unpublished price sensitive in information and code of conduct as required under
Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)
Regulations, 2015.
Listing:
Shares of the company are listed on BSE Limited and Calcutta Stock Exchange.
Management Discussion & Analysis:
Management Discussion and Analysis of the financial position of the company forms part
of the Annual Report.
Particulars of loans, guarantees or investments under Section 186 of the Companies Act,
2013:
During the year ended 31st March, 2023, company has not given any Loans,
Guarantees and/or made any Investments covered under the provisions of Section 186 of the
Companies Act, 2013.
Related Party Transactions:
During the year ended 31st March, 2023, company has not entered into any Contracts
and/or arrangements with related parties covered under section 188 of the Companies Act,
2013.
Material Changes and Commitments:
There are no any material changes and commitments made between the financial years that
affect the financial position of the company.
Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
Risk Management Policy:
The Board of the Company has formed a risk management committee to frame, implement and
monitor the risk management plan for the Company. The committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis. The development and implementation of risk management policy has been
covered in the management discussion and analysis, which forms part of this report.
Policy on Prevention of Sexual Harassment:
The Company has formulated and implemented a policy for Prevention of Sexual Harassment
of women at workplace. During the year under review, the Company has not received any
complaints under the policy.
Corporate Social Responsibility:
Company was not required to formulate policy on Corporate Social Responsibility as your
company is not falling with the provisions of Section 135 of Companies Act, 2013.
Registered Office:
During the year Company has shifted its Registered office from 708, Scarlet Business
Hub, Opp. Ankur School, Near Mahalaxmi Panch Rasta, Paldi, Ahmedabad, Gujarat, 380007 to
A-203, Celebration City Center, South Bopal, Nr. Chitvan, Bopal, Daskroi, Ahmedabad,
Gujarat, India - 380058 w.e.f. 30.03.2023.
Annual Report 2022-23
Amendment in MOA and AOA:
During the year there is no any Amendment in Memorandum of Association or Article of
Association of the Company.
Declaration by independent directors:
The company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence
laid down in section 149(6) of the Companies Act, 2013 and SEBI (LODR).
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015, the Board has carried out the annual
performance evaluation of its own performance, of the Directors individually, as well as
the evaluation of the working of its Audit, Nomination & Remuneration and other
Committees of the Board. At the meeting of the Board, all the relevant factors that are
material for evaluating the performance of individual Directors, the Board and its various
Committees, were discussed. A structured questionnaire each, for evaluation of the Board,
its various Committees and individual Directors, was prepared and recommended to the Board
by the Nomination & Remuneration Committee, fordoing the required evaluation, after
taking into consideration the input received from the Directors, covering various aspects
of the Boards functioning, such as adequacy of the composition of the Board and its
Committees, execution and performance of specific duties, obligations and governance, etc.
A separate exercise was carried out to evaluate the performance of individual
Directors, including the Chairman of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, safeguarding the interest
of the Company and its minority Shareholders, etc. The performance evaluation of the
independent Directors was carried out by the entire Board. The performance evaluation of
the Chairman and non-independent Directors was also carried out by the Independent
Directors at their separate meeting. The Directors expressed their satisfaction with the
evaluation process.
Vigil Mechanism/ Whistle Blower Policy:
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and the Board of Directors had approved the
Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access
to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
Brief details about the policy are provided on the Web site of the Company
www.muradpropertiesltd.com
Details of Subsidiary/Joint Ventures/Associates:
Company has not any subsidiary company/Joint Ventures/Associates during the year under
review.
Deposits:
During the year under review, your Company did not accept any deposits within the
meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals
impacting the Going Concern status of the Company:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company.
Acknowledgement:
The directors thank the Companys employees, customers, vendors, investors and academic
institutions for their continuous support. The directors also thank the government of
various countries, government of India, the governments of various states in India and
concerned government departments / agencies for their co-operation. The directors
appreciate and value the contributions made by every member of the company.
On behalf of Board of Directors For, Franklin Industries Limited
|
Sd/- |
Sd/- |
Place : Ahmedabad |
Prakash Ganpathy Pai |
Joshua Gonsalves |
Date : 04.09.2023 |
Managing Director |
Director |
|
DIN:00789149 |
DIN:10118757 |
+91-9892691696
