padmanabh inds Directors report

To,

THE MEMBERS,

Your directors have pleasuren submitting their 29^thAnnual Report of the Company together with the Audited Statements ofAccounts of the Company for the year ended on Bl^March, 2023.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review, the Company hasncurred Loss of Rs. 0.15 Lacs. Your directors look forward tomprove the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized standalone financial results of the Company for the period ended 31^stMarch, 2023 are as follows:

(Amountn Lakhs.)

Particulars	Year Ending 31stMarch, 2022	Year Ending Sl^March, 2022
Sales	0.00	13.54
Otherncome	12.75	0.00
Totalncome	12.75	13.54
Profit/(loss)beforenterest, Depreciation, Tax	4.12	(84.00)
Less:nterest	0.00	0
Less: Depreciation & Amortization Cost	4.27	4.26
Less: Extraordinarytems	0.00	0
Profit/(loss)Before Tax & Exceptionaltem	(0.15)	(74.72)
Less: Tax Expenses(current+ Deferred Tax)	0.00	0
Less: Exceptionaltem	0.00	82.83
Profit/(loss)after Tax	(0.15)	(157.55)

2. DIVIDEND

Since the Company hasncurred loss during the year ended on 31^stMarch, 2023, hence the Board has not recommended/declared dividend for the year 2022-23.

3. SUBSIDIARIES.OINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary Companies.

Further, Company has also selltsnvestment from Guardian Finance Pvt Ltd. as on 03.06.2022 (after the Completion of Financial Year). So as on date.e. 05.09.2022 Company has no any Subsidiary Company.

4. TRANSFER OF UNCLAIMED DIVIDEND TONVESTOR EDUCATION AND PROTECTIONFIIND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. CHANGEN THE NATURK OF THE BUSINESS OF THECOMPANY

During the year, theres no changen the nature of the business of the Company.

6. CHANGESN SHARE CAPITAL OF THE COMPANY

During the year, theres no changen the share capital of the Company.

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are notn compliance with Chapter V of the Acts not applicable.

8. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

9. MATERIAL CHANGES AND COMMITMENTF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report except the outbreak of corona virus (COVID-19) pandemic causing significant disturbance and slowdown of economic activity. The Companies operations and revenue werempacted due to COVID-19. Considering the continuing uncertainties, the Company will continue to closely monitor any material changes to future economic conditions.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNAI.

No orders have been passed by any Regulator or Court or Tribunal which can havempact on the going concern status and the Companys operationsn future.

11. STATEMENT CONCERNING DEVELOPMENT ANDMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has not developed andmplemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

12. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

A. CONSERVATION OFENERGY:

i. steps taken ormpact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capitalnvestment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like productmprovement, cost reduction, product development ormport substitution: None

iii.n case ofmported technology (imported during the last three years reckoned from the beginning of the financial year]-

a) the details of technologymported: None

b) The year ofmport N.A.

c) Whether the technology has been fully absorbed: N A.

d)f not fully absorbed, areas where absorption has not taken place, and the reasons there of: N.A.

iv. the expenditurencurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

i. Foreign Exchange Earning: NIL

ii. Foreign Exchange Outgo: NIL

13. DETAILS OF POLICY DEVELOPED ANDMPLEMENTED RY THE COMPANY ONTS CORPORATE SOCIAL RESPONSIBILITYINITIATIVES

The Company has not developed andmplemented any Corporate Social Responsibilitynitiatives as the said provisions are not applicable.

14. PARTICULARS OF LOANS. GUARANTEES ORNVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT.2013

During the year, the Company has given loan and the details of such loan given are providedn note no.4 of the financial statements for the year ended on 31^st March, 2023. Further the Company has not made anynvestments and/or provided any guarantees during the period under review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES

During the year under review, the Company has enterednto any contracts or arrangements with related parties. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(2) are disclosedn the prescribed form (Form AOC-2) whichs attached to this Report as Annexure "A".

16. BOARD OF DIRECTORS & KEY MANAGERIAI.PERSONNEI.

a) Composition of Board;

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended
Ms. Shvetalben Sagarbhai Dataniya	Chairman	Executive director	08	08
Mr. Dhwanil S. Bhavnagari	Director	Non executive director	09	09
Mr. Viren Rajeshkumar Makwana	Director	Non-executive Independent	03	03
Ms. Aarti A. Singh	Director	Independent	09	09
Mr. Chiragkumar R. Parmar	Managing Director & Chief Financial Officer	Executive Director	13	13
Mr. Pranav Vajani	Director	Non-executive Independent	13	13

*Appointment of Mr. Manish Kumar Arora as a Company Secretary cum Compliance officer of the Company w.e.f. 24th June, 2022.

Accept the Resignation received from the Mr. Mayank Ghanshyam Agarwal from the post of Company Secretary cum Compliance officer w.e.f. 24th June, 2022.

*Appointment of Mr. Chiragkumar Rameshbhai Parmar as a Chief Financial officer of the Company w.e.f. 24th June, 2022.

*Accept the Resignation received from the Mr. Rameshbhai Harilal Shah from the post of Chief Financial officer w.e.f. 24th June, 2022.

*Resignation Mr. Dhwanil Saumilbhai Bhavnagari from the post of Director w.e.f 4th July 2022.

Appointment of Ms. Shvetalben Sagarbhai Dataniya (DIN: 09629900) as a director under the category of Non-Executive Non-Independent Director of the Company w.e.f. 21st July, 2022.

Accept the Resignation received from the Mr. Aarti Anil Singh (DIN:08627488) from the post of Directorship of the Company w.e.f. 21st July, 2022.

Appointment of Mr. Viren Rajeshkumar Makwana (DIN: 09007676) as an Additional Director under the category of Non-Executivendependent Director w.e.f. 25th January, 2023.

^Resignation of Mr. Manish Kumar Arora from the post of Company Secretary w.e.f. 25th March, 2023.

b) Changesn the Board during the year:

During the year under review, there has been following changen the board of the company.

Mr. Mayank Agarwal has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f 24^th June, 2022 and Mr. Manish Kumar Arora has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 24^th June, 2022.

Mr. Chiragkumar R. Parmar Appointed as a Chief Financial Officer of the Company w.e.f. 24^th June, 2022 and Mr. Rameshbhai Harilal Shah was resigned from the post of Chief Financial Officer of the Company w.e.f. 24^th June, 2022.

Mr. Dhwanil Bhawnagari and Mr. Aarti Singh resigned from the post of the Directorship w.e.f. 04^th June, 2022 and 21^st July, 2022 respectively.

Ms. Shvetalben Sagarbhai Dataniya (DIN : 09629900) appointed as a Director under the category of Non-Executive Nonndependent Director of the Company w.e.f. 21st July, 2022. And Ms. Shvetalben Sagarbhai Dataniya appointed Chairman to the Board w.e.f. 21^st July, 2022.

Mr. Viren Rajeshkumar Makwana (DIN : 09007676) appointed as an Additional Director under the category of Non-Executivendependent Director w.e.f. 25^th January, 2023

Mr. Manish Kumar Arora has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f 25^th March, 2023.

However, following changes happened after 31^st March, 2023.

Company held Board meeting as on Friday, 30th June, 2023 to consider and approve draft scheme of Reduction of Capital of the Company

c) RETIREMENT BY ROTATION

In accordance with the provisions of section 152 [6] of the Act andn terms of Articles of

Association of the Company, Ms. Shvetalben Sagarbhai Dataniya (DIN: 09629900) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment The Board recommends his reappointment

d) NUMBER OF BOARDMEETINGS

During the year under review, the Board duly met Thirteen (13) times on 27/05/2022, 03/06/2022, 24/06/2022, 04/07/2022, 21/07/2022, 12/08/2022, 05/09/2022, 18/10/2022, 14/11/2022 25/01/2023 09/02/2023, 24/03/2023, 25/03/2023n respect of said meetings proper notices were given and proceedings were properly recorded and signedn the Minute Book maintained for the purpose.

17. KEY MANAGERIAL PERSONNEL

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

1. Mr. Chirakumar R. Parmar, Managing Director & Chief Financial Officer

2. Ms. Shvetalben Dataniya, Chairman to the Board

3. Mr. Manish Kumar Arora, Company Secretary & Compliance Officer (up to 25.03.2023)

18. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance ofndividual Directors, Committees, and of the Board as a wholen accordance with the formal system adopted byt. Further, the Board also regularlyn their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committeen regard to the evaluation of board members and also tries to dischargets duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the mannern which thenformation flows between the Board and the Management and the mannern which the board papers and other documents are prepared and furnished.

19. DECI.ARATIONS BYNDEPENDENT DIRECTORS & THEIR SEPARATE MEETING:

All thendependent Directors of the Company have given their declarations stating that they meet the criteria ofndependence as laid down under Section 149(6) of the Companies Act, 2013 andn the opinion of the Board, thendependent directors meet the said criteria.

Thendependent Directors met on February 9, 2023 to discuss the performance evaluation of the Board, Committees, Chairman and thendividual Directors.

Thendependent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman takingnto account the views of executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow ofnformation between company management and Board.

20. DIRECTORS RESPONSIBII.ITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement,ts hereby confirmed that:

(i)n the preparation of the annual accounts for the financial year ended 31^st 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 March 31, 2023 and of the profit and loss of the company for that period;

(hi) The directors had taken proper and sufficient care for the maintenance of adequate accounting recordsn accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and otherrregularities;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had laid downnternal financial controls to be followed by the company and that suchnternal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DISCLOSURE: OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committees duly constitutedn accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board andts Powers) Rules, 2014 as amended from time to time.t adheres to the terms of reference whichs preparedn compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Members of the Committee are: -

Name of the Member	Designation	Category	Number of meeting Eligible to attend	Number Of meeting attended
1. Mr. Pranav Manoj Vajani	Chairman	Independent Director	4	4
2. Mr. Viren Makwana	Member	Independent Director	1	1
3. Mr. Chiragkumar Rameshbhai Parmar	Member	Managing Director	4	4

The Audit Committee actsn accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31^stMarch 2023, the Audit Committee met (4) Four times on 27/05/2022,12/08/2022,14/11/2022, and 09/02/2023.

22. VIGII. MECHANISM POI.ICYFOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committeen appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policyn order to ensure adequate safeguards to employees and Directors against victimization.

The said policys also available on the website of the Company at www.padmanabhindustries.in

23. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

As on the date of this report, the Committee comprises of the following members:

Sr. Nameof the Directors No	Designation	Category	Number of meeting Eligible to attend	Number of meeting attended
1. Mr. Viren Makwana	Chairman	Independent Director	1	1
2. Mr. Pranav Manoj Vajani	Member	Independent Director	4	4
3. Ms. Shvetalben Sagarbhai Dataniya	Member	Non Executive Director	2	2

The Board hasn accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes,ndependence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policys available on the website of the Company.

Meetings of Nomination and Remuneration Committee:

During the year, four meeting of the Committee was held on 24/06/2022, 21/07/2022, 25/01/2023,25/03/2023.

24. STAKEHOLDERS RELATIONSHIPCOMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Name of the Member	Designation	Category
1. Ms. Shvetalben Sagarbhai Dataniya	Chairman	Non-Executive Director
2. Mr. Pranav Manoj Vajani	Member	Independent Director
3. Mr. Chiragkumar Rameshbhai Parmar	Member	Managing Director

Details ofnvestors grievances/ Complaints:

Allnvestor complaints received during the year were resolved. Theres no pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31^st March, 2023.

The committee duly met two time on 12/08/2022 and 09/02/2023 during the year.

25. STATEMENT CONCERNING DEVELOPMENT ANDMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has not developed andmplemented any risk management policy as the risk

threatening the business activity carried out by the Company during the year are minimal.

26.NSOI.VFNCY AND BANKRUPTCY CODE:

Theres no application made or any proceeding pending under thensolvency and Bankruptcy Code, 2016 [31 of2016) during the year.

27. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALNSTITUTIONS AEONGWITH REASONS THEREOF:

Its not applicable during the year under review.

28. ADEQUACY OFNTERNAL FINANCIAL CONTROLS

The Company has placed an adequatenternal Financial Controls with reference to Financial Statements. The Board hasnter alia reviewed the adequacy and effectiveness of the Companysnternal financial controls relating tots financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

29. AUDITORS

i. STATUTORY AUDITORS

M/s. V S S B & Associates, Chartered Accountants (FRN: 110603W), were appointed as a Statutory Auditors of the Company by members of the company to hold office till the conclusion of 30^th Annual General Meeting (AGM) and hereby the Board recommends the reappointed as a statutory auditor till the conclusion of the Annual General Meeting of the Company to be heldn the year 2024.

Theres no Qualification remark of the Statutory Auditor of the Company.

ii. SECRETARIALAUDITOR

M/s A. Santoki & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basisn respect of the matters as set outn the said rules and Secretarial Audit Report given M/s A. Santoki & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report ands marked as "Annexure B".

The said report contains no any observation or qualification.

iii. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audits not applicable to the Company.

30. ANNUAI. RETURN

The Annual Return of the Company as on 31st March, 2023s available on the website of the Company at www.padmanabhindustries.in

31. PARTICULARS OF EMPLOYEES

Thenformation required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014s not providedn the Report as no remunerations paid to any of the directors of the company nor any employee of the Company wasn receipt of the remuneration exceeding the limits prescribedn the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. CORPORATEGOVERNANCE

As per the provisions of SEB1 (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report andts also further provided thatf the Companys not having the paid-up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid-up share capital exceeding Rs.10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Reports not applicable and therefore not provided by the Board.

33. MANAGEMENT S DISCUSSION AND ANAI.YSISREPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulationss given as an "Annexure C" to this report

34. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Date: 31.08.2023	By the order of the Board
Place: Ahmedabad	PADMANABHNDUSTRIESLIMITED
	Sd/-	Sd/-
	Chiragkumar R. Parmar	Shvetalben Dataniya
	Managing Director	Director
	(DIN:09432185)	(DIN:09629900)