Prabhhans Inds Director Discussions


To, The Members of

Prabhhans Industries Limited

(Formerly Known as Sea Gold Infrastructure Limited)

Your Directors have pleasure in presenting their 29th Directors Report on the business and operations of Prabhhans Industries Limited (Formerly Known as Sea Gold Infrastructure Limited) (The Company) together with the Audited Financial Statements the Company for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS:

The standalone financial performance of the Company for the financial year ended March 31, 2023 is summarized below:

Particulars 2022-23 (INR in Lakhs) 2021-22 (INR in Lakhs)
Revenue from operations 4844.23 1277.23
Other Income Nil Nil
Total Income 4844.23 1277.23
Total Expenditure 4658.82 1290.95
Profit/(Loss) before exceptional and extraordinary items and tax 185.42 (13.72)
Less: exceptional and extraordinary items Nil Nil
Profit / (Loss) before taxation 185.42 (13.72)
Less: - Current Tax 39.48 Nil
- Income Tax (Earlier years) - -
- Deferred Tax 1.07 Nil
Profit/(Loss) after Tax 144.87 (13.72)
Earnings per equity shares in Rs. 2.32 (0.25)

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

The revenue from operations increased during current year financial year 2022 23. The revenue generated from operations amounted to INR 4844.23 /- in F.Y. 2022-23 as compared to F.Y. 2021-22, in which revenue generated was amounted to 1277.23/-.

The Company has made a profit in the FY 2022-23 of INR 144.87/- lakhs as against the incurred loss of INR 13.72/- Lakhs in F.Y. 2021-22.

3. SHARE CAPITAL:

There has been no change in the authorized, issued, subscribed and paid-up share capital of the Company during the current Financial Year and as on date of this report, the Authorized Share Capital of the Company stands at INR 6,50,00,000/- (Indian Rupees Six Crores Fifty Lakhs Only) divided into 65,00,000 ( Sixty Five Lakhs) Equity Shares of INR 10/- (Rupees Ten Only) each And issued, subscribed and paid-up share capital stands at INR 6,24,82,400/- (Indian Six Crores Twenty Four Lakhs Eighty Two Thousand and Four Hundred Only) divided into 62,48,240 (Sixty Two Lakhs Forty Eight Thousand Two Hundred and Forty) Equity Shares of INR 10/- (Rupees Ten Only) each.

A. Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

4. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.However, the directors have given declaration that the Unsecured taken by the directors of the company have been taken from the own funds.

5. DIVIDEND:

The Board of Directors did not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

(ii) AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES: We do not propose to transfer any amount to general reserve.

(iii) CHANGE IN THE NATURE OF BUSINESS, IF ANY: During the reporting period, there has been no change in the nature of Business

(iv) REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

(v) DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors and KMP:

S. No Name of Director Designation DIN Date of Appointment Date of Appointment at current designation Date of Resignation
1 Ms. Harjot Kaur Chawla Non-Executive Director 09523946 03.10.2022 - -
2 Ms. Jaspreet Singh Independent Director 09523955 03.10.2022 - -
3 Mr. Sathaiah Bathula Independent Director 07277786 30.09.2015 30.09.2015 12.06.2023
4 Ms. Parminder Kaur Non-Executive Director 09525971 30.05.2022 26.09.2022 -
5 Mr. Satnam Singh Executive Director 09526002 30.05.2022 26.09.2022 -
6 Mr. Sunny Aggarwal Independent Director 10237154 13.07.2023 - -
7 Ms. Vijayalakshmi Panati Managing Director 06635011 30.03.2015 20.08.2019 03.10.2022
8 Mr. Syed Khaleel Ahmed Independent Director 05347153 14.08.2012 29.09.2012 03.10.2022
9 Mr. Srinivas Jakkani Additional Director 08116277 03.07.2021 03.07.2021 03.10.2022
10 Mr. Srinivas Jakkani Chief Financial Officer - - - 06.05.2022
11 Mr. Satnam Singh Chief Financial Officer - 06.05.2022 06.05.2022 -
12 Ms. Riddhi Suresh Badiyani Company Secretary - 06.05.2022
13 Mr. Akash Singh Company Secretary - 06.05.2022 06.05.2022 22.06.2022
14 Mr. Amit Kumar Sodhani Company Secretary - 22.07.2022 22.07.2022 -

A. Following were Changes in Directors

Ms. Harjot Kaur Chawla appointed as Non-Executive Director of the Company on 03.10.2022

Ms. Jaspreet Singh appointed as Independent Director of the Company on 03.10.2022

Mr. Sathaiah Bathula resigned from the post of Director on 12.06.2023

Ms. Parminder Kaur appointed as additional director on 30.05.2022 and regularises on 26.09.2022

Mr. Satnam Singh appointed as additional director on 30.05.2022 regularised on 26.09.2022.

Mr. Satnam Singh appointed as managing Director on 07. 09.2023.

Mr. Sunny Aggarwal appointed as Additional Independent Director on 13. 07 2023.

Ms. Vijayalakshmi Panati resigned from the post of Managing Director on 03.10.2022

Mr. Syed Khaleel Ahmed resigned from the post of Director of on 03.10.2022

Mr. Srinivas Jakkani appointed as additional director on 03.07.2023 and resigned from the post of Additional Director on 03.10.2022

Mr. Srinivas Jakkani resigned from the post of Chief Financial Officer of the Company on 06.05.2022

Mr. Satnam Singh appointed as Chief Financial Officer of the Company on 06. 05.2022.

Ms. Riddhi Suresh Badiyani resigned from the post of Company Secretary and Compliance Officer on 06.05.2022

Mr. Akash Singh appointed as Company Secretary and Compliance Officer of the Company on 06.05.2022 and resigned from the post of Company Secretary and Compliance Officer 22.06.2022

Mr. Amit Kumar Sodhani appointed as Company Secretary and Compliance Officer of the Company on 22.07.2022.

(vi) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 08 (Eight) meetings of the Board of Directors were held. The dates on which the said meetings were held:

06th May, 2022
30th May, 2022
22nd July, 2022
09th August, 2022
31st August, 2022
03rd October, 2022
09th November, 2022
13rd February, 2023

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

A. Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The Composition of Audit Committee is as follows:

S. No. Name of Member Designation
1 Mr. Syed Khaleel Ahmed Chairman, Independent Director
2 Mr. Sathaiah Bathula Member, Independent Director
3 Mr. Satnam Singh Member, Executive Director)

The Board of Directors of the Company reconstituted the Audit Committed after the re-constitution of Audit Committee up to 31st March 2023 is as follows.

S. No. Name of Member Designation
1 Ms. Jaspreet Singh Chairman, Independent Director
2 Ms. Parminder Kaur Member, Non-Executive Director
3 Mr. Satnam Singh Member, Executive Director

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted.

During the year Four Audit Committee Meetings were held:

30th May, 2022,
09th August, 2022,
09th November, 2022,
13th February, 2023

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted within the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Composition of Nomination and Remuneration Committee is as follows:

S. No. Name of Member Designation
1 Mr. Syed Khaleel Ahmed Chairman, Independent Director
2 Mr. Sathaiah Bathula Member, Independent Director
3 Mr. Sathaiah Bathula Member, Non-Executive Director

The Board of Directors of the Company reconstituted the Nomination and Remuneration Committee after the re-constitution of Nomination and Remuneration Committee up to 31st March 2023 is as follows.

S. No. Name of Member Designation
1 Ms. Jaspreet Singh Chairman, Independent Director
2 Ms. Parminder Kaur Member, Non-Executive Director
3 Mr. Harjot Kaur Chawla Member, Non-Executive Director

During the year Five Nomination and Remuneration Committee Committee Meetings were held:

06th May, 2022

30th May, 2022,

22nd July 2022

09th November, 2022

13th February, 2023

C. Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

The Composition of Stakeholder Relationship Committee is as follows:

S. No. Name of Member Designation
1 Mr. Syed Khaleel Ahmed Chairman, Independent Director
2 Mr. Sathaiah Bathula Member, Independent Director
3 Mr. Satnam Singh Member, Executive Director

The Board of Directors of the Company reconstituted the Stakeholder Relationship Committee after the reconstitution of Stakeholder Relationship Committee up to 31st March 2023 is as follows.

S. No. Name of Member Designation
1 Ms. Jaspreet Singh Chairman, Independent Director
2 Ms. Parminder Kaur Member, Non-Executive Director
3 Mr. Harjot Kaur Chawla Member, Non-Executive Director

During the year Two Stakeholder Relationship Committee Meetings were held:

30th May, 2022, 09th November, 2022,

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the year under review, no material changes and commitments affecting financial position of the Company has occurred.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under section186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the 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 the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the Statutory Auditors.

15.CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

16.CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

17.HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

18.BOARD EVALUATION:

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 Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Companys vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise , whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields. The Meeting of Independent Director were held on 24th March 2023.

19. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure II” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at (Annexure II).

21. Policies

Company has the following policies:

Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particular of contracts or arrangements made with related parties pursuant to Section 188(1) is furnished in (AOC-2) and the same is attached to this report. (Annexure I).

23. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (CA) of the Companies Act, 2013.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company does not have any Subsidiary, Joint Venture or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

26.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

27. DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2023 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31st March,2023 on a going concern basis;

(e) 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 and

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

28. AUDITORS & AUDITORS REPORT:

a) Statutory Auditor:

The Auditors Report for financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditors report is enclosed with the financial statements in this Auditors Report.

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

Auditors Report

The Auditors Report for financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditors report is enclosed with the financial statements in this Auditors Report.

b) Secretarial Auditor:

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 Vikas Verma & Associates Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2022-2023.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2023 does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-IV)

c) Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

d) Internal auditors

Pursuant to provisions of Section 138, read with the rules made there under, the Board has appointed Ms. Parminder Kaur as an Internal Auditor of the Company for the financial year 2021-2022 and 2022-23, to check the internal controls and the functioning of the activities of the Company and also recommends ways of improvement. He has provided an Internal Audit Report of the Company for the financial year ended March 31, 2023. The Internal audit is carried out quarterly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.

29. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.seagoldaqua.com.

30. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companys website www.seagoldaqua.com.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure V”.

32. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

33. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company

34. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

35. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

36. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE

None of the Directors are related to each other

37. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when they are made mandatory.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

40. CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

41. STATEMENT ON OTHER COMPLIANCES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period: a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares) to employees of the Company. d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;

42. WEBSITE OF THE COMPANY:

Your Company maintains a website www.seagoldaqua.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

By Order of the Board of Directors
For Prabhhans Industries Limited
(Formerly Known as Sea Gold Infrastructure Limited)
Sd
Sd Satnam Singh
Parminder Kaur Director
Director DIN: 09526002
DIN: 09525971
Place: Hyderabad
Date: 12- 08-2023