Your Directors have pleasure in presenting their 31st Annual
Report together with the Audited Accounts of the Company for the Year ended March 31,
2023.
Financial Review
Summarized Profit & Loss Account
(in Lakh)
|
For the year ended |
For the year ended |
|
31st March, 2023 |
31st March, 2022 |
| Turnover |
169.69 |
54.58 |
| Other Income |
36.76 |
30.82 |
| Total revenue from operations |
206.45 |
85.40 |
| Operating Cost |
196.28 |
81.1 |
| Profit before Depreciation, interest, tax (PBITD) |
10.17 |
4.3 |
| Depreciation |
2.73 |
3.97 |
| Profit Before Interest & Tax |
7.44 |
0.33 |
| Profit Before exceptional Items |
7.44 |
0.33 |
| Profit before Tax |
7.44 |
0.33 |
| Taxations |
0.26 |
0.11 |
| Profit for the year |
7.18 |
0.22 |
| Basic EPS (Rs) |
0.17 |
0.01 |
COMPANYS PERFORMANCE REVIEW
During the Financial Year 2022-23:
During the financial year 2022-23, revenue from operations
on standalone basis increased to INR 206.45 Lakhs as against INR 85.40
Lakhs in the previous year- a Increase of 141.75%;; Other income is increased
to INR 36.76 Lakhs as against INR 30.82 Lakhs in the previous year- a Increase of 19.27%; Profit
after tax for the current year is INR 7.18 Lakhs against INR 0.22 Lakhs in the
previous year a Increase of 3163.63%.
SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act,
2013, the Company has complied with the applicable provisions of secretarial
standards issued by the Institute of Company Secretaries of India.
DIVIDEND
During the year under review, the Board of Directors have not
recommended any dividend on the equity share capital.
RESERVES
During the year under review, there was no amount transferred to any of
the reserves by the Company.
SHARE CAPITAL
The Company has issued and subscribed capital of Rs. 439.79 in lacs
(divided into 43,97,900 equity shares of Rs. 10 each, out of which 43,32,300 shares of Rs.
10 are fully paid up and 65,600 shares are paid up to the tune of Rs.4 each and thus
forfeited by the company. Therefore the paid-up Capital of the Company stands at Rs.
435.85(lacs).
DEPOSIT
During the financial year 2022-23, the Company has not accepted any
deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read together
with the Companies (Acceptance of Deposits) Rules, 2014.
Material changes and Commitments affecting the Financial position of
the Company and Material changes between the date of the Board Report and end of the
Financial year
There has been no change in the nature of business during the year.
There have been 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.
CONVERSION, NAME CHANGE OF COMPANY & NATURE OF BUSINESS
During the financial year, your company hasnt changed its name;
During the year under the review, there was no change in the nature of
business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
? Pursuant to Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr.Jagat Mohan Aggarwal, Managing Director (DIN:00750120
liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for reappointment. ? During the financial year, approval of the
shareholders were accorded at the 30th Annual General Meeting, for the
re-appointment of Mr. Jagat Mohan Aggarwal(DIN: 00750120) as the Chairman Cum Managing
Director of the Company, who was liable to retire by rotation and was appointed for a
period of 3 years w.e.f. 30th Day of September, 2022 till 29th Day of September, 2025.
? Other than above, there is no change in the directorship of the
Company.
Declaration of Directors Independence
The Company has received the following declarations from all the
Independent Directors confirming that:
They meet the criteria of independence as prescribed under the
provisions of the Act, read with the schedules and rules issued thereunder, as well as of
Regulation 16 of the Listing regulations;
In terms of Regulation 25(8) of the Listing Regulations, they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated; they
could impair or impact their ability to discharge their duties.
In terms of Regulation 25(9) of the Listing Regulations, the Board of
Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the
Listing Regulations by the Independent Directors of the Company.
Remuneration of Directors, Key Managerial Personnels and Senior
Management
The remuneration paid to the Directors, Key Managerial Personnels
and Senior Management is in accordance with the Nomination and Remuneration policy
formulated in accordance with Section178 of the Act and Regulation 19 of the Listing
Regulations.
Number of Meetings of the Board
5 (Five) meetings of the Board of Directors were held during
the financial year 2022-23. The details of the meetings of the Board of
Directors of the Company convened during the financial year 2022-23 are
given in the Corporate Governance Report which forms part of this Report.
Committees of the Board
Pursuant to Section 135, Section 177, Section 178 and Rule 6 of the
Companies (Meeting of Board and its Powers) Rules, 2014, Secretarial Standard 1 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has
Constituted three committees: the audit committee, the nomination and remuneration
committee and the stakeholders relationship Committee.
A detailed note on the composition of the Board and its
committees with other details regarding all the Committees are provided in the Corporate
Governance Report which is a part of this report.
NOMINATION AND REMUNERATION POLICY
The salient features of the Nomination and Remuneration Policy of the
Company are set out in the Corporate Governance Report which forms part of this Annual
Report.
The said Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment &
Re appointment of Directors on the Board of the Company and persons holding senior
management positions in the Company, including their remuneration and other matters as
provided under Section 178 of the Act and Listing Regulations.
PERFORMANCE EVALUATION
The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
("SEBI LODR") contain provisions for the evaluation of the
performance of: I. the Board as a whole,
II. the individual directors (including independent directors and
Chairperson) and III. various Committees of the Board.
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and Individual Directors pursuant to the provisions of the
Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Consequently, the Company is required to disclose the
manner of formal annual evaluation.
The Board evaluation exercise for financial year 2022-23 was carried
out by way of internal assessments done based on a combination of detailed questionnaires
and verbal discussions.
Performance Evaluation of the Board and Committees
The performance of the Board was evaluated by the Board Members after
considering inputs from all the Directors primarily on:
Board composition and quality with emphasis on its size, diversity,
skill set of members;
Periodic review of Companys management and internal control
system for appropriateness and relevance; Board process and procedure with emphasis on the
frequency of Meetings, Attendance thereof, flow of information; Oversight of Financial
Reporting process including Internal Controls and Audit Functions;
Engagement in Corporate Governance, ethics and compliance with the
Companys code of conduct.
The Board evaluated the performance of the Committees on the following
parameters:
Appropriateness of size and composition; Clarity of mandate and
well-defined agenda;
Reporting to the Board on the Committees activities;
Availability of appropriate internal and external support or resources
to the Committees.
Performance Evaluation of Individual Directors
The performance evaluations of the Individual Directors were carried
out by the Board and other Individual Directors, considering aspects such as:
Display of effective leadership qualities and skill;
Implementation of observations/ recommendations of Board Members;
Effective and timely resolution of grievances of Board Members;
Ability to bring convergence in case of divergent views and conflict of
interest situation tabled at Board Meetings; Sufficient knowledge of Company strategy and
objective; Understand their role as Director, as distinct from management; Adequate and
productive use of knowledge and experience of the Independent Directors for the
functioning of Board; Efforts for professional development to enable better fulfilment of
their responsibilities; Ask questions/ critique proposals with confidence; Open and
effective participation in Board discussions; Keep stakeholder interest as the touchstone
in endorsing decisions.
Evaluation Outcome
The evaluation brought to the notice that there is adequate flow of
information from Company to the Board and the suggestions and recommendations given by the
Board are considered for follow up action. The Board Committees are well-managed and
functioning excellently. The Committee meetings are held timely with thorough discussions
on agenda items and excellent follow up.
The assessment exercise also brought out that all the Directors are
excellently contributing in the functioning of the Board. The Chairman well balances the
functioning of the Board demonstrating effective leadership. The Board has functioned well
and has rigorous discussions. The Board is open and receptive and the members are fully
committed to high standards and are transparent.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All new independent directors inducted into the Board are familiarized
with the operations and functioning of the Company. The details of the training and
familiarization program are provided in the Corporate Governance report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force),
the Directors of the Company confirm that:
(a) In the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable Accounting Standards and Schedule III of
the Companies Act, 2013, have been followed and there are no material departures from the
same; (b) the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as give a
true and fair view of the state of affairs of the Companies as at 31st March,
2023 and of profit and Loss of the Company for the financial year ended 31st
March, 2023; (c) the directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Company Act, 2013
for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities; (d) the annual accounts have been prepared on a "going
concern" principal; (e) proper internal financial control laid down by the directors
were followed by the Companies and that such internal financial controls are adequate and
operating effectively ; and; (f) Proper system to ensure compliance with the provisions of
all applicable laws was in place and that such system are adequate and operating
effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated under the Listing
Regulations is presented in a separate section forming part of this Annual Report as Annexure-A.
It speaks about the overall industry structure, global and domestic economic scenarios,
developments in business operations/performance of the Companys various businesses
viz., decorative business, international operations, industrial and home improvement
business, internal controls and their adequacy, Risk, threats, outlook etc.
CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34 of the Listing Regulations,
a separate report on Corporate Governance along with a Certificate of Auditors on its
Compliance forms an integral part of this Report Annual Report as Annexure-B.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Company does not have any Subsidiary / Joint Ventures / Associate
Companies.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Act, Regulation 33 of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "Listing Regulations") and applicable Accounting
Standards, the Company is not required to submit Audited Consolidated financial statements
of the Company, together with the Auditors report from part of this
Annual Report.
AUDITORS AND AUDITORS REPORT
Secretarial Auditors
The Board of Directors of the Company has appointed Mr. Karan
Khurana &Associates, Practicing Company Secretary, (Certificate of Practice
No. 15397) as the Secretarial Auditor to conduct an audit of secretarial records for
the financial year 2022-23.
The Secretarial Audit Report for the financial year ended 31st
Day of March, 2023is set out in the Annexure-C to this report.
The Secretarial Audit Report does not contain any qualification.
The Board has appointed M/s Karan Khurana & Associates,
Practicing Company Secretary, (Certificate of Practice No. 15397), as
Secretarial Auditors of the Company for FY 2023-24. The company has received consent from
Mr .Karan Khurana to act as the auditor for conducting audit of the secretarial records
for the financial year ending as on 31st Day of March, 2024.
Statutory Auditors
M/s Piyush Mahajan& Associates (Chartered Accountants) (FRN:
028669N), were re-appointed as the Auditors of the Company at 29th Annual
General Meeting till the conclusion of the Thirty Third Annual General Meeting, to conduct
the audit till the March 31, 2026.
M/s Piyush Mahajan& Associates (Chartered Accountants) (FRN:
028669N) has confirmed that they are not disqualified from continuing as Auditors of
the Company.
The Auditors have issued an unmodified opinion on the Financial
Statements for the financial year ended 31st March, 2023. The Auditors
Report for the financial year ended 31st March, 2023 on the financial statements of the
Company is a part of this Annual Report.
Internal Auditor
M/s Yudhistar Sharma &Co., Chartered Accountants was re-
appointed by the Board of Directors to perform the duties of Internal Auditor of the
Company for the Financial Year 2023-24.
BUSINESS RESPONSIBILITY STATEMENT
A Business Responsibility Report as required in terms of the provisions
of Regulation 34(2)(f) of SEBI Listing Regulations, is not applicable on the Company.
DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has established a robust framework for internal financial
controls. The Company has in place adequate controls, procedures and policies, ensuring
orderly and efficient conduct of its business, including adherence to the Companys
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and timely preparation of reliable
financial information. During the year, such controls were assessed and no reportable
material weaknesses in the design or operation were observed.
Accordingly, the Board is of the opinion that the Companys
internal financial controls were adequate and effective during FY 2022-23.
OTHER STATUTORY DISCLOSURES
Annual Return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the annual return of the Company is
available on the Companys website at the following web
link:-https://www.pioneeragro.co.in/the-organisation/investors-info.
Vigil Mechanism / Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities
and has put in place a Mechanism for reporting illegal or unethical behaviour. The Company
has a Vigil mechanism and Whistle blower policy which provides a channel to the employees
and Directors to report to the Management, concerns about unethical behaviour, actual or
suspected fraud or violation of the Codes of conduct or policy.
The Company has provided email address of Vigilance and Ethics Officer
in its policy to which all protected disclosures should be addressed. It is affirmed that
no person has been denied access to the Audit Committee. The employees are encouraged to
voice their concerns by way of whistle blowing and the policy provides complete
confidentiality and safeguard of the employees who raises the whistle against such
improper conduct. The Whistle Blower Policy has been communicated to all the Directors and
employees of the Company through website of the Company i.e.
https://www.pioneeragro.co.in/the-organisation/investors-info.
Significant and Material Orders passed by the Regulators or Courts or
Tribunals
There are no such significant and material orders passed by the
regulators or courts or tribunals, impacting the going concern status and companys
operations in future.
Loans, Guarantees or Investments
Details of Loans:-
The members of the company in the 30thAnnual General Meeting
had approved loans limit of an amount of 4.50Crores to Pioneer Industries Private
Limited (a body corporate in which director is interested), pursuant to the provisions
of section 185(2) of the Companies Act, 2013.
Details of Investments:-
During the year under the review, the company has not directly or
indirectly invested in any body corporate.
Details of Guarantee / Security Provided:-
During the year, the Company has not directly or indirectly, given any
guarantee or provided any security in connection with a loan to any other body corporate
or person(s).
Particulars of Contracts or Arrangements with Related Parties
All the related party transactions which were repetitive in nature,
entered on arms length basis in the ordinary course of business and compliance with Section
188 (1) of the Companies Act 2013 read with rules made there under, Regulation
23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015and
other applicable provisions of the Law.
All transactions with related parties were reviewed and approved by the
Audit Committee and are in accordance with the Policy on dealing with and Materiality of
Related Party Transactions, formulated by the Company.
The Related Party Transactions Policy as approved by the Board was
uploaded on the Companys website pursuant to Regulation 46 of the SEBI (LODR)
Regulations, 2015 at the web link:
https://www.pioneeragro.co.in/the-organisation/investors-info.
The information relating to particulars of contracts or arrangements
with related party prepared under Section 188(1) of the Companies Act, 2013 read with Rule
8(2) of Companies (Accounts) Rule, 2014 is in Form AOC-2is appended as Annexure
D to the Directors Report as required.
Details of the transactions with Related Parties are provided in the
accompanying financial statements. Members may refer to Note 23 to the financial
statements which set out related party disclosures.
Particulars of Employees
Pursuant to Section 197(12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
details/information related to the remuneration of Directors and Key Managerial Personnel
are set out as Annexure-E to the Directors Report.
There is no information required to mention under Rule 5 (2)
except statement showing details pertaining to names of the top ten employees in terms of
remuneration drawn and various other details related as per Rule 5(3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
Further, the Company has no such employee who falls under Rule 5
(2)(i), (ii) and (iii) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Amendment Rules, 2016.
Code of Conduct
The Board of Directors has approved a code of conduct which is
applicable to members of the Board and all employees in the course of day to day business
operations of the Company. The code has been placed on the Companys website
https://www.pioneeragro.co.in/the-organisation/investors-info. The Code lays down the
standard procedure of business conduct which is expected to be followed by the directors
and the designated employees in their business dealings and in particular on matters
relating to integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and Senior Management personnel have confirmed
compliance with the code.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo.
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 are
given in Annexure F.
Policy on Prevention of Sexual Harassment at Workplace
The Company has formulated a Policy on prevention of Sexual Harassment
at workplace for prevention, prohibition and redressal of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and redressal) Act, 2013(hereinafter referred to as
"Prevention of Sexual Harassment Act").
To prevent the sexual harassment in workplace the company has set up
Internal Complaints Committee in the company comprising a presiding officer who is senior
level woman employee, members with legal knowledge or experience in social work and one
independent member from outside the organization who expertise in dealing with such
matters and has the relevant knowledge and experience. The Committee is responsible for
dealing with all matters related to the subject. The committee constitution has been
communicated to all employees.
The Company is committed to providing a safe and conducive work
environment to all of its employees and associates. The Company periodically conducts
sessions for employees across the organization to build awareness about policy and the
provisions of Prevention of Sexual Harassment Act.
During the financial year 2022-23, company has not received any
complaint of Sexual Harassment.
Material changes and commitments, if any, 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 the Report
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate and the date of this Report.
Names of Companies which have become or ceased to be its Subsidiaries,
Joint Ventures or Associate Companies during the year
No company has become or ceased to be our companys subsidiaries,
Joint Ventures or Associate
Company during the year.
Change in the nature of business, if any
There was no change in the nature of business of the Company during the
financial year ended 31st March, 2023.
APPRECIATION
The Board of Directors place on record sincere gratitude and
appreciation for all the employees at all levels for their hard work, solidarity,
cooperation and dedication during the year.
The Board conveys its appreciation for its customer, shareholders,
suppliers as well as vendors, bankers, business associates, regulatory and government
authorities for their continued support.
For and on behalf of the Board Pioneer Agro Extracts Limited
| Date: 04th September, 2023 |
Jagat Mohan Aggarwal |
Sanjeev Kumar Kohli |
| Place: Pathankot |
(Managing Director) |
(Director) |
|
DIN: 00750120 |
DIN: 07144225 |
+91-9892691696
