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 |
+91-9892691696
