Franklin Industries Ltd Directors Report

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Jul 25, 2024|09:58:00 AM

Franklin Industries Ltd Share Price directors Report

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

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