Pagaria Energy Director Discussions


BOARDS REPORT TO THE MEMBERS

Your Directors are pleased to present the 32nd Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The Financial Results for the year under review are given below:

Particulars

Year ended 31.03.2023

Year ended 31.03.2021

Total Income

14.91

20.29

Profit before tax

5.04

(3.59)
Less : Provision for Taxation
Current Tax

(1.29)

-
Deferred Tax

-

(0.22)

Profit after tax

3.41

(3.38)

PERFORMANCE

The Total Income for the financial year under review is Rs. 14.91 Lacs against Rs. 20.29 Lacs in previous year. During the year, the Company has earned Profit after Tax of Rs.3.41 Lacs in comparison to the previous year Loss after Tax of Rs. 3.38 Lacs. The directors are hopeful for better performance in the ensuing years.

STATE OF THE COMPANYS AFFAIRS

The Company is engaged in the business of Trading of Coal. There has been no Change in the nature of the business of the Company during the financial year ended on 31st March, 2023.

DIVIDEND

In order to strengthen the financial position of the company the Board of Directors have decided not to recommend any dividend for the Financial Year ended 31stMarch, 2023 and plough back the profits of the company in its business.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to reserve.

WEBSITE OF THE COMPANY

The Company maintains a website www.pagariaenergy.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the articles of the Company and the provisions of the Companies Act, 2013, Mr. Hanumanmal Bengani, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment on the Board of your Company. Your Directors recommend his re-appointment. At the Board Meeting held on 14th February, 2023, Mr. Ranjit Singh Pagaria had resigned from the post of Chief Financial Officer (CFO) of the Company. The Board expresses its gratitude towards the services provided by all the Directors all through the Financial Year.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 4 times during financial year 2022-23. The date on which meetings were held are as follows: 30th May,2022; 13th August 2022 ; 14th November, 2022 and 14th February, 2023.

AUDIT COMMITTEE

The Composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declaration from all Independent Directors in accordance with section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

According to Regulation 25 of SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 and Schedule IV of the companies Act, 2013 a meeting of the Independent Directors is required to be held to review the performance of the Non- Independent Directors and the Board as a whole. Accordingly a separate meeting of Independent Directors was held on 29thDecember, 2021 wherein the performance of the Non-Executive Directors and the Boards as a whole was evaluated.

LISTING OF SHARES

Your Company is listed with Delhi Stock Exchange and Bombay Stock Exchange. The Company is regular to pay the listing fees.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended 31st March, 2023.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s H.R. AGARWAL & ASSOCIATES, Chartered Accountants (Firm Registration No. 323029E) will be holding office till the conclusion of the 32nd Annual General Meeting of the company. The Board has appointed M/s Manish Mahavir & Co. (the firm) as Statutory Auditors of the Company for a single term of five consecutive years, from the conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting after approval of the Shareholders, as per the provisions of Section 139 of the Companies Act.

The observations of the Auditors as referred to in the Auditors Report are suitably explained in the notes to the account.

SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s. M R & Associates, a firm of Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarial audit of the company for the financial year ended 2022-23. The Secretarial Audit Report in Form MR-3 given by the Secretarial Auditor is given in Annexure II which forms a part of this report.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

In accordance with the SEBI (LODR) Regulation, 2015, the Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance is annexed h e r e t o .

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been filed under the Act as the Company is keeping the working environment healthy.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2 0 1 3, the Board of Directors of the Company hereby state and confirm that

I. In the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The directors have selected such accounting policies and applied then 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 31st March, 2023 and of the Profit of the Company for the year ended on that date.

III. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of those Acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have prepared on a going concern basis.

V. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively ;and

VI. 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.

PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rule made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid up share capital, and free reserves including Securities Premium Account or one hundred per cent of its free reserves including securities premium Account, which is more, as prescribed in Section 186 of the Companies Act, 2013

MATERIAL CHANGES AND COMMITMENTS

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 relates and the date of this report.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March, 2023, the Company has not entered in to any transactions with the related party in accordance with section 188 of the Companies Act, 2013. Therefore, the requirement of disclosure is not required to be made to the related party transaction in Form AOC-2.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 134 of the Companies Act, 2013.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under, the information relating Conservation of Energy Technology Absorption and Foreign Exchange Earning & Outgo is given in Annexure III. This forms a part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013.

The Company is not required to maintain any cost records as specified by the Central Government under sub-section (1) of section 148 of Companies Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the assistance, co-operation and whole-hearted support received from Companys bankers, advisors, customers and investors and all, whose continued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels.

On behalf of the Board
Mamta Bhansali Hanumanmal Bengani

Place: Delhi

Director Managing Director

Date : August 14, 2023

DIN: 07266693 DIN: 08425643