Parker Agrochem Exports Ltd Directors Report

To

The Members

PARKER AGRO-CHEM EXPORTS LIMITED

Your Directors take pleasure in presenting the THIRTY FIRST Annual Report of the Company together with the Audited Accounts for the financial year ended on 31^st March, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

(Rs in lakhs)

Particulars	2023-24	2022-23
Gross Income	545.50	431.09
Profit/(Loss) before Depreciation and Tax	121.09	75.60
Less: Depreciation	19.33	10.33
Profit/(Loss) Before Tax and Extra Ordinary Items	101.76	65.27
Less: Extra Ordinary Items	-	-
Less: Current Tax	-	-
Deferred Tax	(4.83)	-
Profit/(Loss) After Tax	106.59	65.27
Other Comprehensive Income (Net of Tax)	(0.40)	-
Balance Carried to Balance Sheet	106.19	65.27

During the year under report, the Company continued to carry on the business of renting of storage tank. The Company shall continue to explore opportunities for trading in commodities such as various agriculture commodities, metals and also in gold and silver.

The Turnover of the Company for the year 2023-24 increased from Rs. 431.09 Lakhs to Rs.545.50 Lakhs. Consequently, the profit before tax also increased from Rs. 65.27 to Rs.101.76 Lakhs.

SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

The Company does not have any Subsidiary Company or Joint Venture Company or Associate Company.

MATERIAL CHANGES AND COMMITMENT:

During the year under review, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the report.

REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

DIVIDEND:

In of views meagre profit of the current year and past year losses, your Directors express their inability to declare any dividend. TRANSFER TO RESERVE:

Your Directors find it prudent not to transfer any amount to General Reserve.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Natvarlal J. Acharya, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed as Director of the Company. The Board recommends the re-appointment of Mr. Natvarlal J. Acharya as Director of the Company liable to retire by rotation.

Barring this there was no change in Director or Key Managerial Personnel during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that 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 at the end of the financial year and of the profit or loss of the Company for that period;

3. that the Directors had taken proper and 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 and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. that 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.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards during the year under review.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of Securities and Exchange Board of India (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees based on the criteria and framework adopted by the Board.

NUMBER OF MEETINGS OF BOARD:

The Board of Directors duly met 4 (Four) times on 30^th May, 2023, 11^th August, 2023, 3^rd November, 2023 and 12^th February, 2024. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each of the Independent Director/s under Section 149(7) of the Companies Act, 2013that they meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.

AUDITORS:

M/s. Shah & Shah Associates, Chartered Accountants, the existing Auditors of the Company were appointed as Auditors at the 27^th AGM for holding the office from the conclusion of that 27^th AGM till the conclusion of 32^nd AGM. At the same AGM, any one of the Directors of the Company was authorized to fix the remuneration of the Statutory Auditors.

In view of the Companies (Amendment) Act, 2017, the first proviso in sub-section (1) in Section 139 of the Companies Act, 2013 has been omitted with effect from 7^th May, 2018. In view of this, the said appointment of auditor is no longer required to be ratified by the members at every AGM.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations, comments and notes of the Auditor are self- explanatory and do not call for any further explanation /clarification.

COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013, the maintenance of Cost records has not been specified to the Company. Hence disclosure regarding the same is not given.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Manoj Hurkat & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-1".

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment measures in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, there were no complaints received under the said act. The Company has complied with the applicable provisions of the Act including the constitution of internal complaints committee.

AUDIT COMMITTEE:

The constitution of Audit Committee as on 31^st March, 2024 is as under:

1. Mr. Jitendrakumar P. Thakker	Chairperson
2. Mr. Nikeshkumar B. Patel	Member
3. Mr. Kamleshkumar C. Soni	Member

NOMINATION & REMUNERATION COMMITTEE:

The constitution of Nomination and Remuneration Committee as on 31^st March, 2024 is as under:

1. Mr. Jitendrakumar P. Thakker	Chairperson
2. Mr. Nikeshkumar B. Patel	Member
3. Mr. Kamleshkumar C. Soni	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The constitution of Stakeholders Relationship Committee as on 31^st March, 2024 is as under:

1. Mr. Kamleshkumar C. Soni	Chairperson
2. Mr. Jitendrakumar P. Thakker	Member
3. Mr.Jagdish R. Acharya	Member

VIGIL MECHANISM:

The Company has a vigil mechanism for its directors and employees, to deal with instance of fraud/ mismanagement, if any and to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The details of policy posted on the website of the Company.

CODE OF BUSINESS CONDUCT AND ETHICS:

The Company has laid down a Code of Conduct (COC) which is applicable to all the Board members and Senior Management of the Company. The COC is available on the website of the Company www.parkeragrochem.com. All the members of the Board and Senior Management have affirmed compliance with the Code.

RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as per the applicable requirement of Companies Act, 2013 a risk management policy/plan of the Company is developed and implemented for creating and protecting the Shareholders value by minimizing threats or losses and to identify and Provide a framework that enables future activities of a Company to take place in a consistent and controlled manner.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Companys shareholders may refer the Companys website www.parkeragrochem.com for the detailed Nomination & Remuneration Policy on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of Section 178.

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remu- neration policy is in consonance with the existing industry practice.

ANALYSIS OF REMUNERATION:

The details of remuneration paid to Directors and Key Managerial Personnel are given in extract of Annual Return attached with this report.

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remunera- tion of managerial personnel) Rules, 2014 are given as follows:

Names and Positions	[A] Ratio of Directors Remuneration to the median Remuneration of Employees	[B] Percentage (%) increase in Remuneration
Mr. Jagdish R. Acharya (Chairperson & Managing Director)	9.52	N.A.
Mrs. Shantaben J. Acharya (Non-Executive Director)	-	-
Mr. Natvar J. Acharya (Non-Executive Director)	1.90	N.A.
Mr. Jitendrakumar P. Thakkar (Independent Director)	-	-
Mr. Nikeshkumar B. Patel (Independent Director)	-	-
Mr. Kamleshkumar C. Soni (Independent Director)	-	-

The median remuneration of employees of the Company during the financial year was Rs. 1,26,100/- p.a.

[A] Percentage increase in the median Remuneration of Employees	Nil
[B] Number of permanent Employees on the rolls of Company	21 (Twenty One)
[C] Average percentile increase already made in the salaries of 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	There was no change in the average salaries of employees other than managerial personnel in 2023-24. There was no change in Managerial Remuneration in 2023-24 as compared to 2022-23. There was no change in the remuneration payable to CFO during the year 2023-24, however, there was increase of 24.59% in the remuneration of CS in the year 2023-24.

PARTICULARS OF EMPLOYEES:

The statement showing names of top ten employees in terms of remuneration drawn is given as Annexure - 2.

There are no employees of the Company drawing remuneration requiring disclosure of information under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF THE REMUNERATION TO MANAGING DIRECTOR/WHOLE-TIME DIRECTOR (AS PER CLAUSE-IV OF SECTION-II OF PART-II OF SCHEDULE V):

(i) All elements of the remuneration package such as salary, benefits, bonuses, stock options and pension:

The details are given in Annual Return placed on the website of the Company.

(ii) Details of fixed component and performance-linked incentives, along with the performance criteria:

The details are given in Annual Return placed on the website of the Company and performance criteria is linked with net profit of the Company.

(iii) Service contracts, notice period and severance fees:

Pursuant to the approval of members in the 28^th AGM,Mr. Jagdish Acharya, Managing Director has been appointed for a period of 3 years w.e.f. 31^st March, 2021. Notice period is 90 days and no severance fees.

(iv) Stock option details, if any, and whether these have been issued at a discount, as well as the period over which they accrued and how they are exercisable:

The Company has not granted any stock option.

REGULATORY ORDERS:

During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CSR COMMITTEE:

As the requirement of CSR Committee is not applicable to the Company, no further details/disclosure required to be given in this regard. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy

(i) the steps taken or impact on conservation of energy
	The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy. The Company is not utilizing alternate sources of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipments
(B) Technology absorption	NIL
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL NIL
(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; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	The Company has not imported any technology during the year. Hence, there are no details to be furnished under and of the sub clauses of this clause.
(iv) the expenditure incurred on Research and Development	There are no expenditure incurred on Research and Development by the Company
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and	NIL
The Foreign Exchange outgo during the year in terms of actual outflows	NIL

INTERNAL FINANCIAL CONTROL:

The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

DEPOSITS:

During the year under report, your Company has not accepted any deposits pursuant to Section 73 of the Companies Act, 2013. Hence further details are not given.

Details of money accepted (if any during the year) by the Company from the Directors and/or the relatives of Directors of the Company are given in the notes to the Financial Statements and the same are not deposit as per the applicable provisions of Companies Act, 2013 and rules made thereunder.

CORPORATE GOVERNANCE:

As per Regulation 15 (2) of SEBI (LODR) Regulations, 2015 the compliance with Corporate Governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding Rupees Ten Crores and net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned above, Regulation 27 (2) is not mandatory for the time being to the Company.

Hence, the Report on Corporate Governance is not forming part of the Directors Report.

EXTRACT OF ANNUAL RETURN:

The draft of the Annual Return of the Company for the financial year 2023-24in form MGT-7has been made available on the website of the Company at http://www.parkeragrochem.com.

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There are no Loans, Investments or Guarantees /Security given by the Company during the year under Section 186 of the Companies Act, 2013; hence no particulars are required to be given.

RELATED PARTY TRANSACTION:

Particulars of contacts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as "Annexure-3" to Directors Report. The related party transactions are otherwise carried out in the ordinary course of business and on arms length basis and the same are in the best interest of the Company. The related party transactions are due to business exigencies.

MANAGEMENT DISCUSSION AND ANALYSIS:

Necessary Management Discussion and Analysis Report, pursuant to Regulation 34(2)(e) of The SEBI (LODR) Regulations, 2015 is appended as "Annexure-4" to Directors Report.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

	By Order of the Board
	sd/-
	Jagdish R. Acharya
Place : Ahmedabad	(DIN: 01251240)
Date : 29th May, 2024	Chairperson & Managing Director