Paras Petrofils Ltd Directors Report.
Your Directors are pleased to present this 28thAnnual Report together with the Audited Annual Financial Statementsof ParasPetrofils Limited for the year ended March 31st, 2019.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2018-19 had been fortunatefor the Company as your Company has shown a conventionalperformance during the year under review. The net Profits of your Company isRs. 56,55,677/- in the Financial Year 2018-19 as compared to Net Loss of Rs. 1,03,41,008/- in the Financial Year 2017-18.
The financial summary, performance highlights operations/state of affair of yourCompany for the year are summarized below:
|Amount (In Rupees)|
|Income from Business Operations||7,33,760||-|
|Profit/Loss before Tax&||56,55,677||1,14,87,307|
|Less: Exceptional Items||-||2,18,28,316|
|Profit/Loss before Tax||56,55,677||(1,03,41,009)|
|Less: Tax Expense||-||-|
|Add: Deferred Tax Asset||-||-|
|Net Profit/Loss after Tax||56,55,677||(1,03,41,009)|
|Earnings per share:|
No Dividend was declared for the current financial year due to outstanding accumulated losses in the Company.
The Board proposes no amount to transfer to the reserves and noamount is proposed to be retained in surplus.
During the year under review, the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2018-19.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.
During the year under review, the Company has not accepted any deposits in terms of section 73 of the Companies Act, 2013.There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2019.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financial year 2018-19.Form AOC-Imarked as "Annexure-A"
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re designation, Resignation, Death,Dis-qualification, variation made or withdrawn etc. are as follows:
|1.||Mr. Chetankumar Manubhai Sharma||Non-Executive Independent Director||19.06.2018||-|
|2.||Mr. Deepak KishorchandraVaidya||Whole Time Director||06.08.2018||-|
|3.||Mr. PrashantPratap Singh||Company Secretary||19.06.2018||06.08.2018|
|4.||Mr. Gagandeep||Company Secretary||06.08.2018||30.08.2018|
|5.||Mr. Sachin Kumar||Company Secretary||04.10.2018||-|
Ms. UshaAshokumar Jain (DIN:01545905),Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offersherself for re-appointment. The Board recommends her re-appointment to the Board of the Company at the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to state as follows:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing & detecting fraud & other irregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are operating effectively;
(f) 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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013
All Independent Directors have given declarations under section 149(7)that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92 of the Companies Act, 2013 in Form MGT-9 is annexed herewith as "Annexure-C".
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
The details of Board Meetings convened during the year along with other details of Board Meetings held are given in Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.
VIGIL MECHANISM COMMITTEE
The Vigil Mechanism Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of the Committee is given in the Corporate Governance report which forms the integral part of this Annual Report.
BOARD ANNUAL EVALUATION
The provisions ofsection 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule-IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.
STATUTORY AUDITOR&SECRETARIAL AUDITORWITH THEIR QUALIFICATION, RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members at the Annual General Meeting held on 30th November, 2017 appointed M/s RMR & Co., Chartered Accountant(FRN:106467W), as Statutory Auditors of the Company for a period of five years to hold office from the conclusion of that meeting till the conclusion of 31stAnnual General Meeting of the Company.
Qualification(s) and Directors comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification(s). Also, the report submitted by the Auditor is unqualified.
A. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. Ojha& Associates, Company Secretaries to undertake Secretarial Audit of the Company.
The Secretarial Audit was conducted by Mr. TanayOjha, Practicing Company Secretary, and the report thereon is annexed herewith as "Annexure- D".
Qualification(s) and Directors comments on the report of Secretarial Auditor:
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report and the same is self explanatory.
Annual Secretarial Compliance Report
The provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are applicable on the Company. Therefore, the Company has obtained a certificate from a Practicing Company Secretary and has been attached with this Annual Report.
PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not given any loan(s) or guarantee(s) and has not made any investment covered under the provision of the section 186 of the Companies Act, 2013 during the year under review.
All investments made during the year were within the stipulated limits of law.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013
In the financial year 2018-19, company did not enter into any contracts or arrangements with any related party. Form AOC-2 is attached as "Annexure-B".
MATERIAL CHANGES AND COMMITMENTS, IF ANY,AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
To the best of the Managements knowledge, no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and companys operation in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO
The requisite information with regard to conservation of energy,technology absorption and foreign exchange earnings and outgo,in terms of the Section 134(3)(m) of the Companies Act, 2013, readwith Companies (Accounts) Rules, 2014 is given below:
|Conservation of energy||Nil|
|1.||the steps taken or impact on conservation of energy||Nil|
|2.||the steps taken by the company for utilizing alternate sources of energy||Nil|
|3.||the capital investment on energy conservation equipment||Nil|
|1.||the efforts made towards technology absorption||Nil|
|2.||the benefits derived like product improvement, cost reduction, product development or import substitution||Nil|
|3.||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)||Nil|
|4.||the details of technology imported||Nil|
|5.||the year of import||Nil|
|6.||whether the technology been fully absorbed||Nil|
|7.||if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and||Nil|
|8.||the expenditure incurred on Research and Development||Nil|
|Foreign exchange earnings and Outgo|
|1.||The Foreign Exchange earned in terms of actual inflows during the year||Nil|
|2.||The Foreign Exchange outgo during the year in terms of actual outflows||Nil|
Further, there were no foreign exchange earnings and outgo during the year under review.
The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations, 2015, in order to ensure that the activities of the Company & its employees are conducted in a fair & transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy. This policy is explained in "Corporate Governance Report" and is also posted on website of the company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal FinancialControl system commensurate with the size, scale and complexityof its operation. The system encompasses the major processes toensure reliability of financial reporting, compliance with policies,procedures, laws, and regulations, safeguarding of assets andeconomical and efficient use of resources.
The Company has performed an evaluation and made anassessment of the adequacy and the effectiveness of the CompanysInternal Financial Control System. The Statutory Auditors of theCompany have also reviewed the Internal Financial Control systemimplemented by the Company on the financial reporting and intheir opinion, the Company has, in all material respects, adequateInternal Financial Control system over Financial Reporting and suchControls over Financial Reporting were operatingeffectively as on 31stMarch, 2019 based on the internal control over financial reporting criteria established by the Company.
The policies and procedures adopted by the Company ensuresthe orderly and efficient conduct of its business and adherenceto the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timelypreparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.
Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is in receipt of remuneration requiring disclosure pursuantto the provisions of Section 197, read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014; hence no such particulars are annexed.
Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage, assistance and guidance.
|For and on behalf of the Board|
|For ParasPetrofils Limited|
|Deepak KishorchandraVaidya||Usha Ashok Kumar Jain|
|Date:12.07.2019||Whole Time Director & CFO||Director|