pentokey organy india ltd Directors report

Dear Shareholders,

The Board of Directors present their 36^th Annual Report of the Company together with Audited Financial

Statements for the year ended 31st March, 2023.

FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars	Financial Year 2022-23	Financial Year 2021-22
Total Income	672.15	25.19
Profit / (Loss) before Interest, Depreciation and Tax	320.79	(15.88)
Less: Interest Paid	2.85	-
Profit / (Loss) before Depreciation and Tax	317.94	(15.88)
Less: Depreciation / Amortization	0.39	0.47
Profit / (Loss) before &After Tax	317.55	(16.35)

OPERATIONS REVIEW:

The Directors have taken efforts and started the business operations during the FY 22-23. This has led to the Company recording total income of Rs. 672.15 Lakhs in FY 22-23 as against the total Income of Rs. 25.19 lakhs in FY 21-22 and net profit of Rs. 317.55 lakhs in FY 22-23 as against loss of Rs. 16.35 lakhs respectively in the previous financial year 2021-2022.

BUSINESS ACTIVITY

The Company is engaged in the trading of Pharmaceutical products. There is no change in the business activity of the Company.

RECLASSIFICATION OF PROMOTERS

The Company had filed reclassification of the erstwhile promoters to publicanapplicationtoBSEfor The approval for reclassification of shareholders under the provisions of regulation 31A of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 for reclassifying 8 promoter shareholders into public category against the application filed on October 27, 2020 was received from BSE on 5th July, 2022. Accordingly, the erstwhile promoters were re-classified under public.

SHARE CAPITAL OF THE COMPANY:

During the year under review, the Company has not issued any shares with differential voting rights not granted any stock options neither sweat equity. The Paid up Equity Share Capital, as at 31st March, 2023 was Rs.

6,27,26,290 divided into 62,72,629 Equity shares, having face value of Rs.10/- each fully paid up.

DIVIDEND:

In view of conserving the resources, your company has not recommended any dividend for the year under review.

TRANSFER TO RESERVES:

No amount was transferred to the reserves during the financial year ended 31st March, 2023.

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries and Associates, therefore details under Form AOC 1 is not applicable.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and SEBI LODR, particulars of loans, investments are given in the notes to the financial statements..

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

Particulars with respect to the conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts), Rules 2014 are not relevant to the Company. Foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is set out in the Annexure I to this report.

PARTICULARS OF REMUNERATION TO EMPLOYEES, DIRECTORS AND KMPs:

The disclosure on the details of remuneration to employees, Directors and Key Managerial Personnel pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure II to this report.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at www.pentokey. com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval and are in accordance with the Policy. All transactions entered by the Company with Related Parties are in ordinary course of business and on arms length basis.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies

(Accounts)Rules, 2014 is set out in Annexure III to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following changes have been made to the Board of Directors of the Company during the year:

Sr. No.	Name	Designation	Appointment or resignation	Date of Appointment or resignation
1.	Mrs. Jyoti Devi Kejriwal	Non executive, Non Independent Promoter director	Resignation	01/08/2022
2.	Mr. Kostuv Kejriwal	Non executive, Non Independent Promoter director	Appointment as Additional Director Appointed as Director at the Annual General Meeting	02/08/2022 21/09/2022

In accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Asscoaition of the company, Mr. Arun Goenka retires by rotation at the ensuing Annual general meeting and being eligible offers himself for re-appointment. Your directors recommend the re-appointment of Mr. Arun Goenka as a Director of the Company.

As on the date of this report, the Board of Directors comprises of - Five (5) Directors including Two (2)

Independent Non - Executive Directors, and three (3) Non-Executive, Non-Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013.

The Companys policy on appointment and remuneration of directors is available on www.pentokey.com.

MEETINGS OF THE BOARD:

During the year under review, total 5 Five meetings of the Board of Directors were held. The maximum gap between any two Board Meetings was less than 120 days.

S. no	Date of Board Meeting
1	21.05.2022
2	02.08.2022
3	08.11.2022
4	21.01.2023
5	05.03.2023

The names of members of the Board and their attendance at the Board Meetings are as under:

Name of Directors	Total meetings attended
Mr. Purshottam Kejriwal	4
*Mrs. Jyoti Devi Kejriwal	1
Mr. Devendra Shrimanker	5
Mrs. Prajakta Shidhore	5
Mr. Arun Goenka	5
**Mr. Kostuv Kejriwal	4

*Only 1 meetings was held during her tenure **Only 4 meetings were held during his tenure

AUDIT COMMITTEE:

The composition, power, role and terms of reference of the Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder. The members of the Audit Committee are financially literate and have experience in financial management During the year, 5(five) meetings were held.

S. no	Date of Audit Meeting
1	21.05.2022
2	02.08.2022
3	08.11.2022
4	21.01.2023
5	05.03.2023

The names of members of the Audit Committee and their attendance at the Audit committee Meetings are as under:

Name of Directors	Number of meetings attended
Mr. Devendra Shrimanker	5
Mrs. Prajakta Shidhore	5
Mr. Arun Goenka	5

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition, power, role and terms of reference of the Stakeholders Relationship Committee is in alignment with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder. During the year, one meeting of Stakeholders Relationship committee was held on 21.01.2023

The names of members of the Stakeholders Relationship Committee and their attendance at the Stakeholders Relationship committee Meeting is as under:

Name of Directors	Number of meetings attended
Mr. Devendra Shrimanker	1
Mr. Arun Goenka	1
Mr. Purshottam Kejriwal	1

NOMINATION AND REMUNERATION COMMITTEE:

The composition, power, role and terms of reference of the Nomination and remuneration Committee is in alignment with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

During the year, 2 meetings of the Nomination and remuneration committee were held on :.

S. no	Date of Meeting
1	21.05.2022
2	02.08.2022

The names of the members of the Nomination and remuneration Committee and their attendance at the meetings is as udner:

Name of Directors	Number of meetings attended
Mr. Devendra Shrimanker	2
Mr. Purshottam Kejriwal	2
Mrs. Prajkata Shidhore	2

INDEPENDENT DIRECTORS MEETING:

In accordance with the provisions of Schedule IV of the Act, Regulation 25(3) of the SEBI Listing Regulations and S.S 2.3 of the Secretarial Standards on the meetings of the Board of Directors, a meeting of Independent Directors of the Company was held on 31st March, 2023 without the presence of the Non-Independent Directors and the members of the Management. The Independent Directors discussed matters inter alia the functioning of the Company, reviewing the performance of the Chairman, Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively perform its duties.

The Company also conducts familiarisation programme for the Independent Directors to enable them to be familiarised with the Company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company.

The details of familiarization programme for Independent Director(s) is put up on the website of the Company at http://www.pentokey.com/pdf/Familiazation-Programme.pdf.

NOMINATION & REMUNERATION POLICY:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The Board of Directors has formulated and adopted a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

Nomination and Remuneration Policy is available on the website of the Company at www.pentokey.com

CORPORATE GOVERNANCE REPORT:

Pursuant to clause 15 (2) (a) of Listing Regulations, compliance with Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V of Listing Regulations is not applicable to the Company.

BOARD EVALUATION:

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors state that:

(a) In the preparation of the annual financial statements for the year ended 31st March 2023, the applicable Accounting Standards have been followed along with proper explanation 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 as at 31st March, 2023 and of the profit of the Company for the year ended 31st March, 2023; (c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The annual financial statements have been prepared on a going concern basis.

(e) Appropriate internal financial controls were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for the Company for the financial year 2022-23 is available on the Companys website at https://www.pentokey.com.

AUDITORS AND AUDITORS REPORT: Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. A. M. Bhat, Practicing Company Secretary (Membership No. 1560) as the Secretarial Auditor of the Company to conduct an audit of the Secretarial Records for financial year ending 31st March, 2023. However, Mr. A.M. Bhat, resigned with effect from 1^st December, 2022 due to his ill health.

In view of the above, the Company appointed Mr. Prashant Mehta of KDA & Associates, Practising Compay Secretaries) (Membership No.17341) as the secretarial auditor for the FY 2022-23.

The Secretarial Audit Report for financial st March, 2023 is annexed as Annexure IV to this Annual year Report. The Secretarial Audit Report contain observations but does not contain any qualification, reservation, or adverse remark.

Further under Regulation 24A of Listing Regulations, the Company was not required to submit the Annual Secretarial Compliance Report as the Company falls under the criteria as specifiedunder Regulation 15(2) of Listing Regulations.

Statutory Auditor:

M/s. Verma Mehta & Associates, Chartered Accountants (Firm Registration No. 112118W), were appointed as Statutory Auditors of the Company at its 31^st Annual General Meeting held on 21^st September, 2018, to hold office till the conclusion of the 36 th Annual General Meeting to be held in the year 2023. Accordingly, the term of of M/s. Verma Mehta & Associates, Chartered Accountants as Statutory Auditors of the Company will end office at the close of the ensuing Annual General meeting of the Company.

The Board of Directors of the Company based on the recommendation of the Audit Committee, at its meeting held on 12^th August, 2023 has proposed to the shareholders of the Company for their approval the re-appointment of M/s. Verma Mehta & Associates, Chartered Accountants (Firm Registration No. 112118W), as statutory Auditors of the Company for a second term of 5 consecutive years commencing from the conclusion of the ensuing 36^th Annual General meeting upto the conclusion of the 41^st Annual General Meeting to be held in the year 2028. Notice convening the 36^th AGM to be held on 29^th September 23 sets out the details in this regards. M/s. Verma Mehta & Associates have confirmed that they satisfy the independence criteria as required under the Act.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2023.

COST AUDITOR:

The provisions of Cost Audit as prescribed under Section 148 of the Act, are not applicable to the Company.

MANAGEMENT DISCUSSIONS AND ANALYSIS (MD&A):

The detailed MDA is provided as Annexure V and forms a part of this report.

RISK MANAGEMENT:

Pursuant to clause 15(2)(a) of Listing Regulations, compliance with Corporate Governance provisions as specified under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para

C, D, and E of Schedule V of Listing Regulations are not applicable to the Company. However, the Company operates with well-defined risk management policy to identify measures to mitigate various business risks. The copy of the Risk Management Policy is uploaded on the website of the Company at http://www.pentokey.com/ pdf/Risk-Management-Policy.pdf. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Companys competitive advantage and thus helps is managing market, credit and operations risks.

VIGIL MECHANISIM:

In compliance with the provisions of Section 177, the Company has established a Vigil Mechanism Policy, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, instances of financial irregularities, malafide manipulation of Companys records or violation of the Companys Code of Conduct & Ethics. This mechanism also provides for adequate safeguards against victimization of director(s)/employee(s) of the Company who report unethical practices or irregularities.

The Vigil Mechanism Policy is uploaded on the website of the Company at http://www.pentokey.com/pdf/Vigil-Mechanism- Policy-New.pdf

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No complaints have been received on Sexual harassment for the financial year ending 31st March 2023.

The Company is committed to providing a safe and conducive work environment.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2013 read with rules of Companies (Corporate Social

Responsibility Policy) Rules, 2014, the Company is not required to frame Corporate Social Responsibility Committee and Corporate Social Responsibility Policy.

INTERNAL FINANCIALS CONTROLS:

The Company has a sound internal control system, which ensures monitoring implementation of the action plans emerging out of internal audit findings. The terms of reference of the Audit Committee includes reviewing the effectiveness of the internal control environment. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors of the Company. During the financial year under review, no material or serious observation has been received from the Statutory or Internal Auditors of the Company.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred from the end date of the financial year upto the date of this Boards Report.

INSOLVENCY AND BANKRUPTCY CODE ("IBC")

There are no applications or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31of 2016) against the company

LISTING:

The shares of the Company are listed at the BSE Limited (BSE). The applicable annual listing fees have been paid to BSE Limited.

SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company is in compliance with all the applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

RISKS AND CONCERNS:

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk.

APPRECIATION:

The Board of Directors place on record appreciation for the exemplary contribution made by the employees of the Company at all levels and conveys its appreciation for its business associates and shareholders for their continued support to the Company.