Parvati Sweetners and Power Ltd Directors Report.

To the Members,

Parvati Sweetners And Power Limited Bhopal (MP)

The Directors are pleased to present you the 9th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31,2020.

FINANCIAL RESULTS AND OPERATIONS

The summary of financial performance for the Financial Year ended March 31, 2020 and the corresponding figures for the Financial Year ended March 31,2019 are as under:

(Figures in Rs)

Particulars

For the financial year ended

March 31,2020 March 31,2019
Revenue from Operations 50,19,27,205 59,68,70,548
Other Income 5,26,027 15,40,642
Total Revenue 50,24,53,232 59,84,11,190
Cost of materials Consumed 42,43,06,358 40/45,66,289
Changes in inventories of finished goods, WIP, stock- in -trade -6,02,83,309 1,95,92,715
Employee Benefit Expenses 1,35,75,275 2,06,88,190
Financial Costs 2,53,76,762 3,12,85,819
Depreciation and Amortization expense 4,50,40,635 4,29,05,644
Other Expenses 4,72,91,958 4,99,96,788
Profit Before exceptional and extraordinary items and tax 71,45,553 2,93,75,755
Exceptional Items 36,80,699 0.00
Profit Before tax 34,64,854 2,93,75,755
Tax Expenses: a)Current Tax 0.00 -19,81,575
b)Earlier Tax Adjustments -
c)Deferred Tax 16,30,015 3,08,36,830
Total Tax Expense 16,30,015 2,88,55,255
Net Profit After Tax 18,34,839 5,20,500
Earnings Per Share (Basic) 0.03 0.01
Earnings Per Share (Diluted) 0.03 0.01

(Previous year figures have been regrouped wherever necessary to confirm to the current years presentation)

The financial statements for the year ended March 31, 2020 have been prepared as per the Ind AS (Indian Accounting Standards) and the financial statements for the year ended March 31,2019 have been prepared as per the Ind AS.

PERFORMANCE REVIEW & THE STATE OF COMPANYS AFFAIRS

During the year under review, the Revenue from operations amounted to Rs. 50,19,27,205/- as against Rs. 59,68,70,548/- in the previous year. The Profit Before Tax drop by 97.57% to Rs 71,45,553/- as against Rs. 2,93,75,755/- reported in previous year. The Net Profit for the year under review amounted to Rs. 18,34,839/- as against Rs. 5,20,500/- in the previous year.

During the year under review, the Earning per Share of the company is Rs 0.03/- (Basic) and Rs 0.03/-(Diluted).

CREDIT RATING

During the year under review your company has been rated CRISIL Limited ("CRISIL") CRISIL has assigned the rating of "[CRISIL] BB+ (pronounced CRISIL Double B +)". The outlook on the long term rating isStable.

SHARE CAPITAL

(a) Changes in Capital structure of the Company

During the period under review, there has been no change in the Capital Structure of the Company and the Company has not issued any sweat equity shares or bonus shares or equity shares with differential rights.

(b) Status of Shares

As the members are aware, the Companys shares are compulsorily tradable in electronic form. Out of the total paid up capital representing 70853917 equity shares, the following equity shares of the Company are in dematerialised and physical form as on March 31, 2020:

Sr. No Capital Details No. of Shares % of Total issued Capital
1. Held in dematerialised form in CDSL 57602847 81.30
2. Held in dematerialised form in NSDL 7052009 9.95
3. Physical 6199061 08.75
Total 70853917 100.00

Note: Pursuant to the amendment in Regulation 40 of SEBI (LODR) Regulations, 2015, dated June 8,2018 & SEBI date extension circular dated Dec 03,2018, has mandated that transfer of securities would be carried out in dematerialised form only effective April 01, 2020. So it is requested to all the Members holding the shares in physical form to dematerialise the same for giving effect to any transfer of companys securities.

EXTRACT OF THE ANNUAL RETURN [SECTION 134 (3) (a) & SECTION 92(3)]:

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is annexed to the Boards Reoort.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS [SECTION 134 (3) (b)]:

During the year under review, four meetings of the Board of Directors of the Company were held on May 19, 2019; August 14, 2019; November 12, 2019 and; February 14, 2020. The attendances of Directors of the above meetings are given in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

DIRECTORS RESPONSIBILITY STATEMENT [SECTION 134 (3) (c) & 134(5)]:

Pursuant to Section 134(5) of the Companies Act, 2013 (the "Act"), Directors of your Company hereby state and confirm that

(a) in the preparation of the annual accounts for the period ended March 31, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have 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 of the company for that period;

(c) the directors have 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;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT [SECTION 134 (3) (ca)]:

During the year under review, Statutory Auditor and Secretarial Auditor have not reported any incident of fraud under sub section 12 of section 143 of the Act.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS [SECTION 134 (3)(d)]:

The Company has received and taken on record the declarations received from the Independent Directors of the Company confirming their Independence in accordance with the Section 149(6) of the Companies Act, 2013 and sub regulation (8) and (9) of regulation 25 of SEBI (LODR ) Regulations, 2015. In opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.

FAMILIARISATION PROGRAMME i

In compliance with the requirements of the SEBI (LODR) Regulations, 2015, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

(a) Audit Committee:

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. All the members of the committee are financially literate.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report

(b) Stakeholders Relationship Committee

Stakeholders Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Companies Act, 2013.

The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report

(d) Risk Management Committee

The Risk Management Committee was constituted pursuant to resolution of the Board, which has been entrusted with the responsibility to assist the Board in overseeing and approving the Companys enterprise wide risk management framework.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

(e) Executive Committee

During the Financial Year 2019-20 the Board constituted the Executive Committee of Directors under the provisions of Section 179(3) of the Companies Act, 2013 and rules made there under in order to have the timely and expeditious execution of routine financial matters.

The details regarding composition, terms of references, powers, responsibilities, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE [SECTION 134 (3) (f)]:

By the Auditor in their Report: has no qualification or adverse remarks

By Company Secretary in Practice in Secretarial Audit Report: has no qualification or adverse

remarks

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 [SECTION 134 (3) (g)]:

During the period under review, the Company has not given any loans or guarantees to any person or other bodies corporate or acquired securities of any other body corporate as referred to in Section 186 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014. Further, the company has not made any investment during the period under review.

SUBSIDIARIES AND ASSOCIATES [RULE 8(5)(iv) OF COMPANIES (ACCOUNTS) RULES, 2014]

During the period under review, Company does not have subsidiaries/joint ventures/ Associate Companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES [SECTION 134 (3) (h)J:

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on arms length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015. During the financial year under review, none of the transactions entered into with related parties were material as defined under the Act and SEBI (LODR) Regulations 2015.

The particulars of contract or arrangements entered into by the Company, during the financial year 2019-20, with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto has been disclosed in Form No. AOC -2, attached to the Boards report

RESERVES [SECTION 134 (3) (j)]:

During the Year under review, the Board of Directors has not recommended transfer of any amount of profit to any reserves. Hence, the amount of profit for the financial year under review has been carried forward to the Statement of Profit and Loss.

DIVIDEND [SECTION 134 (3) (k)]:

Keeping in view the financial outlook & plough back the profits, your directors has decided not to recommend payment of dividend for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY [SECTION 134 (3) (1)]:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m)]:

The particulars as required to furnish for the year 2019-20 are under:

S.No. Particulars Comments
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy; In view of Business Activities, adequate measures are taken to conserve and reduce the energy consumption like usage of LED Lights and power saving centralized air conditioners.
(ii) the steps taken by the company for utilizing alternate sources of energy; The Company is primarily using the renewable source of energy by using solar based boilers in the production at factory.
(iii) the capital investment on energy conservation equipments Nil
(B) Technology absorption
(i) the efforts made towards technology absorption No applicable as the traditional technology being used.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; 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 Nil
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A.
(iv) the expenditure incurred on Research and Development Nil

(C) Foreign exchange earnings and Outgo

Inflow Out Flow (In Lakhs)
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows NIL NIL

ANNUAL EVALUATION ON PERFORMANCE [SECTION 134(3) (p)]:

Pursuant to the captioned requirements, an annual evaluation had been carried out and the Board is pleased to report that the result thereof show that the Company is well-equipped in the management as well as the governance aspects.

EMPLOYEE STOCK OPTIONS SCHEME [RULE 12(9) OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014]:

As per rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option

CHANGE IN THE NATURE OF BUSINESS [RULE 8(5)(ii) OF COMPANIES (ACCOUNTS) RULES, 2014]

There is no change in the nature of the business of the Company during the financial year under review.

CHANGE IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL [RULE 8{5)(iii) OF COMPANIES (ACCOUNTS) RULES, 2014]

DIRECTORS

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. There is an optimum combination of Executive and Non-Executive Directors. As on March 31, 2020, the Company has 8 (Eight) Directors. Out of the 8 (Eight) Directors, 2 (Two) are Executive Directors, 4(Four) Non-Executive- Independent Directors and 2 (Two) Non- Executive Non Independent Director.

Appointments

During the year under review-

1. Mr. KULDEEP MUDGAL was inducted on the Board of the Company with effect from November 12,2019 as an Additional Non Executive Independent Director.

2. Mr. VTNOD KUMAR MUDGAL was inducted on the Board of the Company with effect from February 14,2020 as an Additional Non Executive Independent Director. and their appointment (s) are subject to regularisation by the Members of the Company by passing an Ordinary Resolution in ensuing 09th Annual General Meeting of the Company.

Resignation

During the year under review-

1. Mr. Manvendra Mohan Kanoongo, Director resigned and ceased to be a Director of the Company with effect from November 12, 2019. Further, he also ceases to be chairman or member from all the Board committees he holds.

2. Mr. Ajay Gupta, Director of the Company resigned and ceased to be a Director of the Company with effect from November 12, 2019. Further, he also ceases to be chairman or member from all the Board committees he holds.

Retire by rotation

Further, Mr. Ashish Jaiswal retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Additional information on reappointment of Mr. Ashish Jaiswal as director and as required under regulation 36 of the SEBI (LODR) Regulations 2015 is given in the Notice convening the forthcoming AGM.

Key Managerial Persons (KMP)

During the year under review, Mr. Vishal Shivhare was appoinated as Chief Financial Officer of the Company as on 01.11.2019 and Mr. Vishal Mohnani has resigned as Chief Financial Officer of the Company as on 31.10.2019.

DEPOSITS [RULE 8(5) (v) OF COMPANIES (ACCOUNTS) RULES, 2014]

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid or unclaimed deposits as the Company has never accepted deposits within the meaning of the Act and the rules made there under.

SIGNIFICANT AND MATERIAL ORDERS [RULE 8(5) (vii) OF COMPANIES (ACCOUNTS) RULES, 2014]

The Company hasnt received any significant and material orders that impact the going concern status and companys operations in future

INTERNAL FINANCIAL CONTROLS [RULE 8(5)(viii) OF COMPANIES (ACCOUNTS) RULES, 2014]

The Company has kept in place adequate financial controls to check and control any defects and frauds in the Company. Adequate internal control systems commensurate with the nature of the Companys business, its size, and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and

strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

PARTICULARS OF EMPLOYEES

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Boards report.

AUDITORS AND AUDIT REPORT:

(a) Statutory Auditors & their Reports

M/s. Khare Pamecha & Co. (FRN 006067C), Bhopal were appointed as Statutory Auditors of the Company in the Annual General Meeting held on September 29, 2018 for a period of 5 Years and holds office until the conclusion of the 12th Annual General Meeting to be held in the calendar year 2022 on such remuneration as may be determined by the Board. Pursuant to notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi, requirement to place the matter relating ratification to appointment of Auditors by members at every Annual General Meeting is omitted.

Further, M/s. Khare Pamecha & Co. have confirmed their eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The statutory auditors report is forming the part of this report. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no specifications, reservations, adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Board of the Company during the year under review.

(b) Internal Auditors

As per the provisions of Section 138 of the Companies Act, 2013 and the rules made there under, the Board of Directors had appointed M/s Prateek Jain & Co., Chartered Accountants, Bhopal, as Internal Auditor to conduct the internal audit of the Company for the Financial Year 2019-20.

The Internal Audit Report for the Financial Year 2019-20 issued by M/s Prateek Jain & Co., Chartered Accountants, Bhopal is submitted which is self-explanatory and do not call for any further explanation of the Board.

(c) Cost Auditors i

As per the provisions of the Companies Act, 2013 and the rules made there under, the Board of Directors had appointed M/s Sanjay Kasliwal & Co., Cost Accountants, Bhopal, as Cost Auditor to conduct the cost audit of the Company for the Financial Year 2019-20.

(d) Secretarial Auditors

As per the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Board of Directors had appointed Mr. Piyush Bindal, Practicing Company Secretary, Bhopal (Membership No: FCS 6749; CP No: 7442), as Secretarial Auditor to conduct the Secretarial audit of the Company for the Financial Year 2019-20.

The Secretarial Audit Report, pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, issued by Mr. Piyush Bindal, Practicing Company Secretary, in Form MR-3 for the financial year 2019-20 is annexed to the Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (LODR) Regulations, 2015. A separate section titled Corporate Governance Report under the SEBI (LODR) Regulations, 2015 along with a Corporate Governance certificate from the Practicing Company Secretary and CFO Certificate forms the part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit Functions reports to the Board. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

VIGIL MECHANISM:

The Companys Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, has framed Whistle Blower Policy for Directors and employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/ option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Act, Dividends that are unclaimed for a period of seven years are required to be transferred to the IEPF, established by the Government of India. During the year under review, there was no outstanding amount of unclaimed dividends which was liable to be transfer to the IEPF.

HUMAN RELATIONS:

The Company continues to have cordial and harmonious relationship with its employees and thank all employees for their cooperation and the contribution towards harmonious relationship and progress of the company.

POLICY ON SEXUAL HARASSMENT:

Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity and will not tolerate any form of sexual harassment and to take all necessary steps to ensure that its employees are not subjected to any form of harassment.

Thus, in order to create a safe and conducive work environment the Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (prevention, Prohibition, & Redressal) Act, 2013. Further, the Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of women at workplace (Prevention, Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment All employees (permanent, contractual, trainees, temporary) are covered under this policy. The Company did not receive any complaint during the period under review.

ACKNOWLEDGEMENTS:

The Board thanks all customers, bankers, investors, shareholders, vendors and other stakeholders for their continued support and patronage during the year under review. The Board also places on records its sincere appreciation to the employees of the Company fox their efforts, hard work and dedication, which enabled the Company to achieve the targets and recognitions

For and on behalf of the Board
PARVATI SWEETNERS AND POWER LIMITED

 

Place: Bhopal Poonam Chouksey Anupam Chouksey
Date: July 20,2020 Managing Director Director
DIN: 02110270 DIN: 02110273