To
The Members,
Padmanabh Alloys & Polymers Limited
Your directors present Annual report on the business and operations of the company
together with Audited Statement of Accounts of the company for the year ending 31st
March 2023.
The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 are
given below.
a) The web address, if any, where annual return referred to in sub-section (3) of
section 92 has been placed:
The Annual Return of the company as on 31st March, 2023 is available on the
Companys website on www.padmanabh.in
b) Number of meetings of the Board:
During the year 2022-23, 5 meetings of Board of Directors were held.
c) Directors Responsibility Statements:
The directors state that:
i) In the preparation of annual accounts for the financial year ended 31st
March 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
ii) 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 as at 31st March and of the
profit/loss of the company for that period;
iii) The directors had taken proper and sufficient care 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;
iv) The director had prepared the annual accounts on a going concern basis;
v) The director had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
vi) The director had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ca) Details of frauds reported by auditors under sub-section (12) of section 143 other
than those which are reportable to the central government.
Auditor has not reported any fraud under sub-section (12) of section 143 of The
Companies Act, 2013.
d) A Statement on Declaration given by Independent Directors under sub-section (6) of
section 149.
The independent Directors have submitted declaration pursuant to Section 149(7)
confirming that they meet the criteria of independence pursuant to section 149(6). The
statement has been noted by Board of Directors.
e) If Company covered under sub-section (1) of section 178, companys policy on
directors appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of director and other matter provided under sub-section
(3) of section 178.
The Board has on the recommendation of the Nomination and Remuneration Committee framed
a policy for selection and appointment of director and key managerial personal and their
remuneration. The policy is disclosed at "Annexure A" in pursuance of provision
to section 178(3) of the companies Act 2013.
The Company does not pay any remuneration to the Non-Executive/Independent Directors of
the company other than sitting fees for attending the meeting of the Board/Committee.
Remuneration to the Whole Time Director is governed by the relevant provisions of the
Companies Act, 2013.
f) Explanations or comments by the board on every qualification, reservation or adverse
remark or disclaimer made by the auditor in his report / by the company secretary in
practice in his secretarial audit report.
The disclosures made by the statutory auditors in the report are self explanatory and
no explanation by the board is required.
The Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 in
prescribed Form MR-3 is attached to as "Annexure B" to this report. The Company
has taken note of Qualification, Reservation etc in the Said report and shall make
arrangement for necessary compliance in future.
g) Particulars of loans, guarantees or investments under section 186 of Companies act,
2013
Company has not during the year under review (a) given any loan to any person or other
body corporate (b) Given any guarantee or provide security in connection with a loan to
any other body corporate or person; and (c) Acquired by way of subscription, purchase or
otherwise, the securities of any other body corporate, Exceeding sixty per cent of its
paid-up share capital, free reserves and securities premium account or one hundred per
cent of its free reserves and securities premium account, whichever is more and hence the
particulars are not required to be included in this report.
h) Particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 in the prescribed form (Form AOC-2)
Company has not entered into any contract with related party, however Related party
transactions are given in form AOC-2 below.
Company proposes to enter into arrangement with Shri Bhikubhai Mohanbhai Desai a
related party for which approval is sought from the members. The arrangement will be
entered after necessary approval from members.
Further the company has entered into transactions referred to in section 188(1) of The
Companies Act, 2013 with related party and particulars in form AOC-2 are as under:-
FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
I. Details of contract or arrangements or transactions not at arms length basis:
There were no contracts or arrangements or transactions entered into during the year
ended 31st March, 2023 which were not at arms length basis
II. Details of material contracts or arrangements or transactions at arms length
basis:
The details of material contracts or arrangements or transactions at arms length basis
for the year ended 31st March, 2023 are as follows.
| Sr. No. |
Name of the Related Party & Relationship |
Nature of Transaction |
Duration |
Salient Terms |
Amount |
| 01 |
Multiplast INC - Associate Concern |
Job Work |
|
|
30,26,583/- |
| 02 |
Multiplast Corporation - Associate Concern |
Job Work |
|
|
4,28,438/- |
| 03 |
Bhikhubhai M Desai - Directors Relative |
Salary |
Ongoing |
On arms length basis in ordinary course of business |
17,50,000/- |
| 04 |
Dhwanil Desai - Directors Relative |
Salary |
|
|
12,49,980/- |
| 05 |
Kreta D Vashi - Directors Relative |
Salary |
|
|
19,20,000/- |
i) The state of Companys Affairs (Amount in Thousands)
There is no Material change in the state of affairs of the company particularly nature
of business being carried out.
Company had a turnover of Rs.28,97,11,000/- in the year 2021-22 whereas in the year
2022-23 turnover of the company is Rs.41,46,50,000/-. The Company had a net profit of
Rs.2,81,000/- in the year 2021-22 whereas in the year 2022-23 the net profit of the
company is Rs.26,03,000/-.
The Company has not issued any shares or Debentures during the year. There is no change
in the status of the company or the accounting year.
j) The amount, if any, which it proposes to carry to any reserves
The Directors do not proposes to carry any amount to reserves.
k) The amount, if any, which it recommends should be paid by way of dividend
The Directors do not recommend any amount to be paid by way of dividend.
l) Material Changes and commitments, if any, Affecting the Financial Position of the
Company which have occurred between the Ends of the financial year of the company to which
the financial statements relate and the date of the report.
There are no material changes and/or commitments affecting financial position of the
Company occurred after end of financial year till date of this report.
m) The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo in such manner as may be prescribed.
Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules, 2014
with respect to above is given below.
(A) CONSERVATION OF ENERGY-
i) The steps taken or impact on conservation of energy: NIL
ii) The steps taken by the company for utilizing alternate sources of energy: NIL
iii) The capital investment on energy conservation equipments: NIL
(B) TECHNOLOGY ABSORPTION-
i) The efforts made towards technology absorption: Not Applicable
ii) The benefits derived like product improvement, cost reduction, product development
or import substitution: Not Applicable
iii) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)-
a. The details of technology imported : Not Applicable
b. The year of import: Not Applicable
c. Whether the technology been fully absorbed: Not Applicable
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable and
iv) The expenditure incurred on Research and Development: NIL
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-
Foreign Exchange earned (actual inflows during the year): Rs.NIL
Foreign Exchange outgo (actual outflows): Rs.NIL
n) A statement including development and implementation of a Risk Management Policy for
the company including identification therein of elements of risk, if any, which in the
opinion of the board may threaten the existence of the company;
The Directors do not foresee any risk that may threaten the existence of the company in
normal course. The Directors proposes to develop and implement specific Risk Management
Policy on identification of any risk.
o) The details about the policy developed and implemented by the company on corporate
social responsibility initiatives taken during the year;
Since the net worth of the company is below Five Hundred crores, Turnover of the
company is below one thousand crores, Net Profit of the company is below five crores, the
provision of Section 135 of The Companies Act, 2013 is not applicable to the company and
hence the company is not required undertake any corporate Social Responsibility (CSR)
initiatives.
p) In case of a listed company and every other public company having such paid-up share
capital as may be prescribed, a statement indicating the manner in which formal annual
evaluation has been made by the Board of its own performance and that of its committees
and individual directors has been made;
Pursuant to provision of the Companies Act, 2013 the board has carried out the annual
performance evaluation of its own performance as well as the evaluation of the Audit
Committee and Nomination & Remuneration Committee.
The chairman of Board of directors and the chairman of Nomination & remuneration
Committee met all the directors individually to get an overview of the functioning of the
board and its constituents inter alia on the following board criteria i.e. attendance and
level of participation, independence of judgment exercised by independent directors,
interpersonal relationship etc.
Based on the valuable inputs received, the directors are encouraged for effective role
in companys management.
q) Such other matters as may be prescribed.
(Pursuant to rule 8(5) of The Companies (Accounts) Rules, 2014)
i) The Financial summary or highlights
The summary of financial Results for the year under review is as under:-
| Particulars |
As on 31/03/2023 |
As on 31/03/2022 |
|
(Amount in Thousands) |
| Turnover and other income |
414994.00 |
289826.00 |
| Finance Cost |
3836.00 |
2888.00 |
| Depreciation and Amortisation Expense |
1368.00 |
1460.00 |
| Profit /Loss(-) Before Tax for the year |
3931.00 |
713.00 |
| Net Profit /Loss(-) After Tax for the year |
2603.00 |
281.00 |
ii) The Change in the nature of business, if any:
There is no Material change in nature of business of the company.
iii) The Details of Directors or key managerial personnel who were appointed or have
resigned during the year:
Shri Bhikubhai Mohanbhai Desai ceased to be the Whole-time director of the company with
effect from 01/09/2022.
(iiia) A statement regarding opinion of the Board with regard to integrity, expertise
and experience (including the proficiency) of the independent directors appointed during
the year:
No Independent directors were appointed in the company during the year.
iv) The names of companies which have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year;
No company has become or ceases to be subsidiary, joint venture or associate company.
v) The details relating to deposits, covered under Chapter V of the Act,-
(a) Accepted during the year: NIL
(b) Remained unpaid or unclaimed as at the end of the year: NIL
(c) Whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved-
(i) At the beginning of the year: Not Applicable
(ii) Maximum during the year: Not Applicable
(iii) At the end of the year: Not Applicable
vi) The details of deposits which are not in compliance with the requirements of
Chapter V of the Act: NIL
vii) The details of significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and companys operations in future: NIL
viii) The details in respect of adequacy of internal financial controls with reference
to the Financial Statements.
The company has in place adequate internal financial controls with reference to
financial statements. Periodic audits are undertaken on continuous basis covering all
major operation. During the year no Reportable Material weakness in the operation was
observed.
ix) A disclosure, as to whether maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by
the Company and accordingly such accounts and records are made and maintained.
The requirement of maintenance of Cost records under the provisions of the Companies
Act, 2013 is applicable from the financial year 2023-24 and accordingly the Company has
appointed M/s. Bhanwarlal Gurjar & Co., Cost Accountants (Firm Registration No.:
101540), as Cost Auditors for verifying the cost records for the year ended 31/03/2024.
x) A statement that the company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has adopted a policy on prevention, prohibition and Redressal of Sexual
harassment at workplace and has duly constituted an Internal Complaints Committee in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
xi) the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year: Nil
xii) the details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof: Not Applicable
Disclosures under Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
| Sr. No. |
Requirement under Rule 5(1) |
Details |
| (i) |
The ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year. |
Chetanbhai M. Desai : 107.88:1 Hemalbhai R. Desai : 89.90:1 Vijaybhai D. Vashi :
107.88:1 |
| (ii) |
The percentage increase in remuneration of each director, chief financial officer,
Chief Executive officer, company secretary or manager in the financial year. |
Vijaybhai D Vashi: 10.76% Hemal R. Desai : 13.20% CEO : 33.71% CFO : 40.51% CS: 11.93% |
| (iii) |
The percentage increase in the median remuneration of employees in the financial year |
2.75% average increase in median wages of the workmen. |
| (iv) |
Number of permanent employees on the rolls of the company as on 31st March,
2023. |
38 |
| (v) |
Average percentile increase already made in the salaries of the employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration. |
2.75% average increase in workmen wages during the year. The salaries are based on
performance and availability of talented staff, however no exceptional circumstances
exist. |
| (vi) |
Affirmation that the remuneration is as per the remuneration policy of the company. |
The company affirms remuneration as per the remuneration policy of the company. |
No Employee of the company has been paid Remuneration in excess of limits laid down in
rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and hence statement showing details thereof is not applicable.
Audit Committee
An Audit Committee is in existence in accordance with the provisions of Section 177 of
the Companies Act, 2013. The Audit committee comprises of 3 directors namely Shri
Dilipkumar Khandubhai Desai, Shri Hiler Kiranbhai Desai and Shri Chetankumar Mohanbhai
Desai. Shri Dilipkumar Khandubhai Desai is the Chairman of the Audit Committee. During the
year there was no instance where the board had not accepted the Recommendation of Audit
Committee.
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 Power) Rules, 2014, the Board of Director has adopted vigil
mechanism in the form of Whistle Blower Policy through which, its Directors, Employees and
Stakeholders can report their genuine concerns about unethical behaviors, actual or
suspected fraud or violation of the Companys code of conduct or ethics policy.
It is the Companys Policy to ensure that no employee is victimised or harassed for
bringing such incidents to the attention of the Company. The practice of the Whistleblower
Policy is overseen by the Audit Committee of the Board and no employee has been denied
access to the Committee. The said policy provides for adequate safeguards against
victimization and also direct access to the higher levels of supervisors.
Shri Dilipkumar Khandubhai Desai, the Chairman of the Audit Committee can be contacted
to report any suspected / confirmed incident of fraud/misconduct on:
Email: investor@padmanabh.in Contact no.: 0261-2232598
Your Company hereby affirms that no director/employee has been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
The Board of Directors place on records the services of all stakeholders and associates
who have co-operated in the working of the Company
|
By Order of the Board |
|
For Padmanabh Alloys & Polymers Limited |
|
sd/- |
|
Chetankumar Mohanbhai Desai |
| Place: Surat |
Chairman and Whole time director |
| Date: 24/08/2023 |
(DIN: 00051541) |
+91-9892691696
