To
The Members Prakash Steelage Limited
The Board of Directors presents the 32nd (Thirty-Second)
Annual Report on the business and Operation of your Company togetherwith theAudited
Financial Statementsfortheyearended March31,2023.
FINANCIAL SUMMARY AND HIGHLIGHTS
The financial highlights of the Company for the year ended March
31,2023 are summarized below:
(Rs. in Lakhs)
| Particulars |
Year Ended |
|
31.03.2023 |
31.03.2022 |
| Total Revenue |
9,657.20 |
8,573.76 |
| Less: Expenses |
9,348.59 |
4,669.35 |
| Profit / Loss Before Exceptional Item |
308.60 |
3,904.41 |
| Add/ (Less) : Exceptional Item |
- |
12,398.14 |
| Profit / (Loss) Before Tax (PBT) |
308.60 |
16,302.55 |
| Less : Tax |
(106.00) |
(47.86) |
| Profit / (Loss) After Tax (PAT) |
414.61 |
16,350.41 |
FINANCIAL PERFORMANCE/OVERVIEW
During the year under review, the total revenue for the year ended
March 31,2023 is Rs. 9657.20 Lakh as compared to Rs. 8573.76 Lakh in the previous year.
The Company has earned a profit of Rs. 308.60 Lakhs before exceptional item for the year
against the Profit of Rs. 3,904.41 Lakhs in the previous year.
DIVIDEND
Your Directors do not recommend any dividend for the Financial Year
2022-23.
RESERVES
Further, your Company has not transferred any amount to its reserves
for the Financial Year 2022-23.
OPERATIONAL REVIEW / STATE OF THE COMPANYS AFFAIRS
During the year under review, the Company achieved Revenue from
Operations of 9497.38 Lakhs compared to 4622.17 Lakh of the previous year. The total
income for the F.Y. 2022-23 at 9657.20 Lakhs was higher by 12.64% compared to the total
income of 8573.76 lakhs of the previous year and the profit after tax for the year at
414.61 lakhs was lower by (97.46) % compared to the profit after tax of 16350.41 lakhs of
the previous year. There are no material changes or commitments affecting the financial
position of the Company, which have occurred between the end of the financial year and the
date of this Report.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the Financial
Statements for the Financial year ended on 31s March, 2023 has been prepared
in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from
time to time. The estimates and judgments relating to the Financial Statements are made on
a prudent basis, so as to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Companys state of affairs, profits/ (loss) and
cash flows for the year ended 31slMarch, 2023. Notes to the Financial
Statements adequately cover the Audited Statements and forms an integral part of this
Report.
SHARE CAPITAL
The Paid-up Share Capital of the Company as on March 31,2023 stood at
Rs.17.50 Crores comprising of 175,000,390 Equity Shares of Re.1/- each. During the year
under review, there is no change in the Paid-up Share Capital of the Company.
During the year under review, the Company has not issued shares or
convertible securities or shares without differential voting rights nor has granted any
employee stock options or sweat equity shares. Further, it has not provided any money to
its employees for purchase of its own shares hence the Company has nothing to report in
respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital &
Debentures) Rules, 2014.
The Company has not issued any Debentures / debt securities during the
year under review.
As on March 31, 2023, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.
DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
Your Company does not have any Subsidiary, Joint Venture or Associate
Company during the period under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS
The Company has in place adequate Internal Financial Control with
reference to financial statements, some of which are outlined below.
Your Company has adopted accounting policies which are in line with the
Indian Accounting Standards notified underthe Companies (Indian Accounting Standards)
Rules, 2015 ("Ind AS") as amended by the Companies (Indian Accounting Standards)
Rules, 2016, The Companies (Indian Accounting Standards) Rules, 2017 and that continue to
apply under Section 133 and other applicable provisions, if any, of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of
the Companies Act, 2013, to the extent applicable. These are in accordance with Generally
Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved
by the Audit Committee in consultation with the Auditors.
The Management periodically reviews the financial performance of your
Company against the approved plans across various parameters and takes necessary action,
wherever necessary. Internal Auditors have been appointed which report on quarterly basis
on the operations of the Company. The observations, if any, of the Internal Auditors, are
resolved to their satisfaction and are implemented across all the sites.
EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on March 31,2023 is available on the Companys website on
atwww.prakashsteelage.com.
NUMBER OF MEETINGS
a) Board of Directors
The Board of Directors met Four (4) times in the Financial Year. The
details of the Board Meetings and the attendance of the Directors are provided in the
Corporate Governance Report, which forms part of the Annual Report. The intervening gap
between the consecutive two (2) meetings did not exceed 120 days in accordance with the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, hereinafter referred to as "SEBI (LODR).
b) Audit Committee
During the year, Four (4) Audit Committee Meetings were convened and
held. The details pertaining to composition of Audit Committee and the attendance of the
Audit Committee members are provided in the Corporate Governance Report, which forms part
of the Annual Report. The intervening gap between the two (2) meetings did not exceed 120
days in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as
"SEBI (LODR).
c) Nomination & Remuneration Committee
During the year, One (1) Nomination and Remuneration Committee Meetings
were convened and held. The details pertaining to composition of Nomination and
Remuneration Committee and the attendance of the Nomination and Remuneration Committee
members are provided in the Corporate Governance Report, which forms part of the Annual
Report.
d) Stakeholders Relationship Committee
During the year, One (1) Stakeholders Relationship Committee were
convened and held. The details pertaining to composition of Stakeholders Relationship
Committee and the attendance of the Stakeholders Relationship Committee members are
provided in the Corporate Governance Report, which forms part of the Annual Report.
e) Corporate Social Responsibility
During the year, One (1) meeting of the CSR Committee held during the
period under review. The details pertaining to composition of Corporate Social
Responsibility Committee and the attendance of the Corporate Social Responsibility
Committee members are provided in the Corporate Governance Report, which forms part of the
Annual Report.
f) Independent Directors Meeting
In terms of requirements of Schedule IV of the Companies Act, 2013 a
separate meeting of Independent Directors was also held on May 27, 2022 to review the
performance of Non- Independent Directors, the entire Board and quality, quantity and
timelines of the flow of information between the Management and the Board.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with Section 134(3)? of the Companies Act, 2013, the
Board of Directors confirm that:
(a) the preparation of the annual accounts of the Company for the year
ended March 31,2023, the applicable accounting standards have been followed, along with
properexplanation relating to material departures, if any;
(b) the accounting policies as mentioned in the notes to the Financial
Statements for the year ended March 31,2023 have been selected and applied consistently
and made judgments and estimates that have been made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on March 31,2023 and
of the profit of the Company for the year ended as on that date;
(c) proper and sufficient care has been taken 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 forthe yearended March 31,2023 have
been prepared on a going concern basis;
(e) the internal financial controls laid down by the company are being
followed and such internal financial controls are adequate and are operating effectively;
and
(f) Proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems were adequate and operating
effectively.
DETAILS OF FRAUD REPORTED BY AUDITOR
No such reporting is done by any auditor of the Company under sub
section 12 of section 143 of the Act.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent
Directors viz., Mr. A. Prakashchandra Hegde, Mr.Himanshu J. Thaker, Ms.Neetta K. Bokaria,
Mr. Rajesh KumarAgrawal, Mr. Sundaram Padmanabhan and Mr. Sharad Chandra Bohra confirming
that they meet the criteria of independence as provided in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) and Regulation 26(5) of the SEBI (LODR).
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA
FOR THEIR PERFORMANCE EVALUATION
The Board, on the basis of the criteria/manner as recommended by the
Nomination & Remuneration Committee of the Board of Directors, evaluates the
performance of the Directors pursuant to the provisions of the Companies Act, 2013 read
with Rules framed thereunder along with the corporate governance requirements as laid down
by Securities Exchange Board of India ("SEBI") under"SEBI (LODR)".
The performance of the Board and its Committees is evaluated by the
Board after seeking inputs from all the Directors on the basis of the criteria as
recommended by Nomination & Remuneration Committee of the Board of Directors such as
adequacy of the composition of the Board, its Committees, Board culture, execution,
effectiveness of board processes, performance and functioning of specific duties,
obligations, governance, etc. in accordance with the provisions of the Companies Act, 2013
read with rules framed thereunder and the "SEBI (LODR)".
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman is evaluated, taking into account the views of Executive Directors and
NonExecutive Directors and also assessed the flow of information between the Management
and the Board to effectively and reasonably perform theirduties. The same is discussed in
the Board Meeting that follows the meeting of the Independent Directors, at which the
performance of the Board, its Committees and individual Directors is also discussed in
accordance with the requirement of Regulation 25(4) of the "SEBI (LODR)".
A brief extract of the Remuneration Policy on appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management is provided as
Annexure -1 to this Annual Report.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) of the "SEBI
(LODR)" the Company prepared and pursued the Familiarization Program for Independent
Directors as hosted on Companys website (www.prakashsteelage.com) during the year under
review.
STATUTORY AUDITORS
M/s. Pipara & Co. LLP, Chartered Accountants, Mumbai (Firm
Registration No. 107929W/W-100219) had been appointed as Statutory Auditors of the Company
as per Section 139 of the Companies Act, 2013 for a period of 5 years from the conclusion
of 27th Annual General Meeting till the conclusion of 32nd Annual
General Meeting, by the members at the Annual General Meeting held on September28,2018.
Further, the members at the Annual General Meeting held on September
27, 2023 re-appointed M/s. Pipara & Co. LLP, Chartered Accountants as the Statutory
Auditors of the Company, for a second term of five consecutive years, from the conclusion
of the 32nd Annual General Meeting till the conclusion of the 37th
Annual General Meeting to be held in the year 2028.
Auditor have also confirmed their eligibility and willingness to act as
Statutory Auditors of the Company pursuant to the provisions of the Companies Act, 2013
read with rules framed thereunder.
AUDITORSREPORT
The management reply on the auditors qualifications is as under:-
Statement on Impact of Audit Qualifications
Statement on Impact of Audit Qualifications for the Financial Year
ended March 31.2023. [See Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations,
2016]
| I. SI. Particulars No. |
Audited Figures (as reported before
adjusting for qualifications) (Rs. in Lakhs) |
Adjusted Figures (audited figures after
adjusting for qualifications) (Rs. in Lakhs) |
| 1. Turnover/Total Income |
9,657.20 |
9,657.20 |
| 2. Total Expenditure |
9,348.59 |
9,348.59 |
| 3. Net Profit/(Loss) before Exceptional Item and Tax |
308.60 |
308.60 |
| 4. Earning Per Share |
0.24 |
0.24 |
| 5. TotalAssets |
3,741.46 |
3,741.46 |
| 6. Total Liabilities |
3,741.46 |
3,741.46 |
| 7. Net Worth |
(5,015.27) |
(5,015.27) |
| 8. Anyotherfinancial item(s) (as felt appropriate by the
management) Exception Items |
- |
- |
II Audit Qualification:
A. Details of Audit Qualification: The Company has accumulated
losses resulting in erosion of Net Worth and the Companys current liabilities exceeded
its current assets by INR 5725.44 Lakhs. These conditions cast doubt about the Companys
ability to continue as a going concern. However, the Ind AS Financial Statement of the
Company has been prepared on a going concern basis.
B. Type of Audit Qualification: Qualified Opinion
C. Frequency of qualification: Appeared Seventh time.
D. Managements View: The erosion of net worth of the Company
should not be constituted as doubt on the continuity of the Company as going concern. The
steel industries in on the revival path. The Company had already discharged its entire
liability towards the secured lender in previous year and working on the revival of the
business, which can also be seen from the increase in Revenue of FY 20222023 as compared
to FY 2021 -2022.
Emphasis of Matter by Auditor and Management reply on that as follows:
I. Note no. 5 of the Audited Financial Results for the year ended 31st
March 23 which states that, during the quarter ended 31st March, 2023, Company has written
off the outstanding receivable balance amounting to INR 336.22 Lakhs against which
provision for bad and doubtful debts was already made through profit and loss account
during the Financial Year2015-16 and 2018- 19, Company has not initiated any legal action
against one of the receivable balance in the court of law, however, considering the long
outstanding receivable and the decision of the Board of Directors, Company has written off
such receivable.
Management Reply: Company has written off the outstanding
receivable balance amounting to INR 336.22 Lakhs against which provision for bad and
doubtful debts was already made through profit and loss account during the Financial Year
2015-16 and 2018-19. Company has send legal reminders or taken legal action against
majority of the receivables in the court of law, however, considering the long outstanding
receivable and at the consent of the Board of Directors, Company has written off such
receivable.
II. Some of the balances of Trade Receivables, Deposits, Loans and
Advances, Advance received from customers and Trade Payable are subject to confirmation
from the respective parties and consequential reconciliation /adjustment arising
therefrom, if any.
Management Reply: with respect to the provision made by the Company
stipulated by Statutory Auditor as Emphasis of Matter, some of the balances of Trade
Receivables, Deposits, Loans &Advances, Advances received from customers, Liability
for expenses and Trade Payables are subject to confirmation from the respective parties
and consequential reconciliation/adjustment arising therefrom.
COST AUDIT OR DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS
SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES
ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE
AND MAINTAINED:
The Company is maintaining Cost Records as specified by the Central
Government under sub-section (1) of the Section 148 of the Companies Act, 2013, However
Cost Audit are not applicable to the Company, as the threshold limits of overall annual
turnover of the Company from all its products and services during the immediately
preceding Financial Year is less than Rupees One Hundred crores as specified in Act.
Turnover of the Company for last two years are 2020-21 (Rs.24.47crores) & 2021-22 (Rs.
46.22 crores).
INTERNALAUDITORS
Your Company has received the consent letter from M/s. Luniya& Co.,
Chartered Accountants, Mumbai (Firm Registration No. 129787W) dated May 03, 2023, to act
as an Internal Auditors of the Company for the Financial Year 2023-24 pursuant to the
provisions of Section 138 of the Companies Act, 2013. They have also confirmed their
eligibility and willingness to act as Internal Auditors of the Company pursuant to the
provisions of the Companies Act, 2013 read with rules framed thereunder.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
S.K. JAIN & Co, Practicing Company Secretary, COP No. 3076 were appointed as
Secretarial Auditors for the Financial Year 2022-23, to audit the Secretarial and related
documents of the Company.
The Secretarial Audit Report for the year under review is annexed as Annexure
llto this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
With respect to loans, guarantees and investments, if any, covered
underthe provisions of Section 186 of the Companies Act, 2013 read with Rule 11 of the
Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not given any
loan or guarantee to any person nor make any investments in any Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUBSECTION (1) OF SECTION 1880F THE COMPANIES ACT, 2013
All contract(s) / arrangement(s) /transaction(s) entered into by the
Company with its related parties were in compliance with the provisions of the Companies
Act, 2013 and SEBI (LODR), 2015.
There are no materially significant Related Party Transactions entered
into by the Company with promoters, Directors, Key managerial Personnel, which may have
potential conflict with the interest of the Company at large.
Accordingly, Form AOC-2 prescribed underthe provisions of Section
134(3) (h) of the Companies Act, 2013 read with the
Rule 8 of the Companies (Accounts) Rules, 2014, for discloser of
details of Related Party Transaction, which are "not at arms length basis" and
which are "Material and at arms length basis" is not provided as an annexure of
the Boards Report.
All Related Party Transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is obtained for Related Party Transactions
on a quarterly basis for transactions which are of repetitive nature and/or entered in the
ordinary course of business and are at arms length.
Your Company has formulated a Policy on Related Party Transactions
which is also available on Companys website at www.prakashsteelage.com.
The Policy intends to ensure that proper reporting approval and
disclosure processes are in place for all transactions between the Company and Related
Parties. This Policy specifically deals with the review and approval of Material Related
Party Transactions keeping in mind the potential or actual conflicts of interest that may
arise because of entering into these transactions.
The particulars of every contracts) or arrangements entered into by the
Company with related parties referred to in subsection (1) of Section 188 of the Companies
Act, 2013 including certain arms length transactions under third proviso thereto given as
per notes which forms part to financial statement which is provided in this report.
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
Except as disclosed elsewhere in this report, there have been no
material changes and commitments which can affect the financial position of the Company
between the end of the Financial Year as on March 31,2023 of the Company and date of this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption foreign
exchange earnings and outgo are stated in Annexure III to this report, as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014.
RISK MANAGEMENT
The Company has in place a Risk Management System with the Objective to
formalize the process of Identification of Potential risk and adopt appropriate risk
mitigation measures through a risk management structure which takes care of risk
identification, assessment and mitigation. This system is a step by the Company towards
strengthening the existing internal controls and updating the same as may be required from
time to time. Risk factors and its mitigation are covered extensively in the Management
Discussion andAnalysis Reportforming part of this Report.
Further, the Board has dissolved Risk Management Committee w.e.f.
November 12,2018 as per the Reg. 21 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015 amended on May 9, 2018 which
specifies that the Constitution of Risk Management Committee is Mandatory for top 500
Listed Companies.
CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES
The brief outline of the Corporate Social Responsibility
("CSR") Policy of the Company and the initiatives undertaken by the Company on
CSR activities during the year under review are set out in Annexure IV of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014.
Details with respect to the composition and scope of the CSR Committee
are provided in the Corporate Governance Section which forms partofthisAnnual Report.
The policy is available on the website of the Company
(www.prakashsteelage.com).
DEPOSITS
The Company has not accepted any Deposit from public during the year
under review within the meaning of the provisions of Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Ms.Smita Singh, has resigned from the
designation of Company Secretary & Compliance Officer of the Company w.e.f. August
10,2022.
During the year under review, Mrs.Hemali Rachh, was appointed as
Company Secretary and Compliance Officer of the Company w.e.f November 12, 2022 &
resigned from the designation of Company Secretary & Compliance Officer of the Company
w.e.f. February 14,2023.
Further, on the recommendation of the Nomination and Remuneration
Committee and approval of Board in their meeting held on February 14, 2023 of the Company,
Mr. Himanshu Sethia has been appointed as the Company Secretary & Compliance Officerof
the Company w.e.f. February 15,2023.
Further, on the recommendation of the Nomination and Remuneration
Committee and approval of Board in their meeting held on August 10, 2023 for appointment
of Mr. Rajesh Kumar AgrawaI (DIN:07195960) as an Additional Director (Designated as
Non-Executive & Independent director) of the Company fora period of five years with
effect from August 10,2023 tillAugust 09,2028.
Further, on the recommendation of the Nomination and Remuneration
Committee and approval of Board in their Meeting held on August 10, 2023 for appointment
of Mr. Kamal P. Kanugo (02023367) as an Additional Director (Designated as Whole Time
Director) of the Company for a period of five years with effect from August 10,2023 till
August 09,2028.
Further, on the recommendation of the Nomination and Remuneration
Committee and approval of Board in their meeting held on August 25,2023 for appointment of
Mr. Sundaram Padmanabhan (DIN: 08454415) & Mr. Sharad Chandra Bohra (00344223) as an
Additional Director (Non-Executive & Independent Director) of the Company for a period
of four years with effect from August 25,2023 till August 24,2027.
Further, in accordance with the provisions of the Companies Act, 2013
read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the
Articles of Association of the Company, Mr. Ashok M. Seth (DIN: 00309706), Whole Time
Director of the Company, will retire by rotation at the ensuing 32nd Annual
General Meeting and being eligible for re-appointment, has offered himself for
re-appointment. Necessary resolution for his appointment also forms part of the Notice for
the ensuing 32nd Annual General Meeting of the Company.
On the recommendation of the Nomination and Remuneration Committee and
Audit Committee, the Board of Director at its meeting held on August 10, 2023,
re-appointed Mr. Prakash C. Kanugo (DIN: 00286366) who attended the age of 70 years as the
Managing Director of the Company fora period of 5 (Five) years commencing from 1st
October, 2023 to 30th September, 2028, at Nil remuneration and Mr.Hemant P.
Kanugo (DIN: 00309894) as the whole-time Director of the Company for a period of 5 (Five)
years commencing from 1st October, 2023 to 30lh September, 2028, at
900000 p.a remuneration, subject to approval of the shareholders in the ensuring AGM.
Appropriate resolution, seeking your approval for the same have already been included in
the Notice of Annual General Meeting.
As required under the provisions of the Companies Act, 2013 and
Regulation 36(3) of the SEBI (LODR) Regulations, 2015, brief resume and other details of
Directors being re-appointed are provided as Annexure -A and Annexure -B to the
Notice of the ensuing 32nd Annual General Meeting of the Company.
In accordance with Section 2(51) and 203 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the following are the Key Managerial Personnel of the Company:
1. Mr. Prakash C. Kanugo, Chairman & Managing Director;
2. Mr. Ashok M. Seth, Whole-Time Directors. Chief Financial Officer;
3. Mr.Hemant P. Kanugo, Whole-Time Director
4. Mr. Kamal P. Kanugo, Additional Director (Designated as Whole-Time
Director)
5. Mr.Himanshu Sethia, Company Secretary & Compliance Officer.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule
8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were
passed by the Regulators or Courts or Tribunals which impact the going concern status and
Companys operations in future.
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with new / revised standard
operating procedures pursuant to Section 134(3)(q) of the Companies Act, 2013 read with
Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 and Regulation 18(3) of SEBI
(LODR) Regulations, 2015.
The Company had entrusted the internal audit to M/s. Luniya & Co.,
Chartered Accountants, Mumbai (Firm Registration No. 129787W). However, the initial object
of the internal audit process is to test and review of controls, independent appraisal of
risks, business process and bench marking internal controls with best practices.
The Audit Committee of the Board of Directors actively reviews, the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen them.
The Company has a robust Management Information System, which is an
integral part of the control mechanism.
The members of Audit Committee and Statutory Auditors are periodically
apprised of the Internal Audit findings and corrective action taken. Internal audit plays
a key role in providing assurance to the Board of Directors.
Audit Committee
1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Himanshu J. Thaker (Member)
3. Mr. Ashok M. Seth (Member)
4. Mrs. Neetta K. Bokaria (Member)
Nomination & Remuneration Committee
1. Mr. Himanshu J. Thaker (Chairman)
2. Mr. A. Prakashchandra Hegde (Member)
3. Mrs. Neetta K. Bokaria (Member)
Stakeholders Relationship Committee
1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Himanshu J. Thaker (Member)
3. Mr. Ashok M. Seth (Member)
Corporate Social Responsibility Committee
1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Ashok M. Seth (Member)
3. Mr. Hemant P. Kanugo (Member)
Executive Committee
1. Mr. Prakash C. Kanugo (Chairman)
2. Mr. Ashok M. Seth (Member)
3. Mr. Hemant P. Kanugo (Member)
The brief details with respect to the constitution, meetings, scope and
functions of the above mentioned Committees of the Company have been provided in Corporate
Governance section forming part of this Annual Report.
VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of the "SEBI (LODR)", the Board of Directors has on recommendation
of its Audit Committee, adopted Whistle Blower Policy" at their meeting held on 29th
May, 2014 for Directors and Employees of the Company, to report concerns about
unethical behavior, actual or suspected fraud or violation of your Companys Code of
Conduct and to voice genuine concerns or grievances about unprofessional conduct without
fear of reprisal. Adequate safeguards are provided against victimization to those who
avail of the mechanism and direct access to the Chairman of the Audit Committee in
exceptional cases is provided to them.
None of the personnel of the Company has been denied access to the
Audit Committee of the Board of Directors of the Company. The said policy is hosted on the
website of the Company (www.prakashsteelage.com).
PARTICULARS OF EMPLOYEES AS PERSECTION 197(12) & RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Details of employee remuneration as required under provisions of
Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V to the
Report.
The details of top ten employees of the Company is annexed as Annexure
V-A to this Report.
None of the Employee has drawn the remuneration more than the limit
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2)(e) of the "SEBI (LODR)"is annexed as Annexure
VI to this Report.
CORPORATE GOVERNANCE
Your Company is committed to follow the best practices of Corporate
Governance, including the requirements under the "SEBI (LODR)" and the Board is
responsible to ensure the same, from time to time.
The Company has duly complied with the Corporate Governance
requirements as set out under Regulation 34(3) and Schedule V of the "SEBI
(LODR)", from time to time and the Secretarial Auditors of the Company viz. M/s. S.K.
JAIN & Co, Company Secretaries, have, vide their certificate dated May 10, 2023
confirmed that the Company is and has been compliant with the conditions stipulated in the
Regulation 34(3) and Schedule V of the "SEBI (LODR)".
The said certificate is annexed to this report as Annexure-VM. Further,
a separate report on Corporate Governance forms part of this Annual Report.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL)ACT, 2013
Your Company has formulated a Policy known as "The Anti - Sexual
Harassment Policy" ("Policy") which aims to provide a safe working
environment and prohibits any form of sexual harassment. This policy intends to prohibit
occurrences of any form of sexual harassment and also details procedures to follow when an
employee believes that a violation of the policy has occurred within the ambit of all
applicable regulations regarding Sexual harassment. The said policy is hosted on the
website of the Company (www.prakashsteelage.com).
In line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition&Redressal) Act, 2013, the Board has constituted an
Internal Complaints Committee ("ICC") to redress the complaints received
regarding sexual harassment. All employees (whether permanent, contractual, temporary,
trainee) are covered under this policy. The Company conducts awareness program at regular
intervals.
During the year under review, no complaints were received under the
said policy.
SECRETARIAL STANDARDS ISSUED BYTHE INSTITUTE OF COMPANY SECRETARIES OF
INDIA(ICSI)
The Company complies with the Secretarial Standards issued by ICSI, one
of the premier professional bodies in India.
CHANGES IN THE NATURE OF BUSINESS:
There were no changes in the nature of business during the financial
year under review.
ACKNOWLEDGEMENTS
The Directors would like to express their sincere appreciation for the
assistance and co-operation received from the banks, Government authorities, vendors,
investors and other stake holders. The Board also recognizes the contribution of the
valued customers in the growth of the Company and takes this opportunity to pledge the
Companys commitment to serve them.
Your Directors also wish to place on record their deep sense of
appreciation for hard work, co-operation, solidarity, dedication & commitment
displayed by all executive officer, Staffs during the year, result in the successful
performance of the Company.
The Directors appreciate and value the contribution made by every
member of the PSLfamily.
|
Forandon Behalf of the Board of Directors Prakash Steelage
Limited |
|
Sd/- |
|
Prakash C. Kanugo |
| Place : Mumbai |
Chairman & Managing Director |
| Date : 25th August, 2023 |
DIN:00286366 |
+91-9892691696
