Pratiksha Chemicals Ltd Directors Report.

To,

The Members,

PRATIKSHA CHEMICALS LIMITED

Your Directors have pleasure in presenting herewith their 28thAnnual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2019.

1. STATE OF AFFAIRS OF THE COMPANY:

Pratiksha Chemicals Ltd is an industry representing color pigment companies in Ahmedabad, India. The company is engaged into manufacturing business of Pigment Green 7 & Copper Phthalocyanine Green Crude. It represents small, medium, and large color pigments manufacturers throughout India, accounting for the bulk of the production of color pigments in India.

The company supplies superior quality Pigment Green 7 all over India. The manufacturing unit of the Company is located at Sanand, Dist- Ahmedabad. Color pigments are widely used in product compositions of all kinds, including paints, inks, plastics, glass, synthetic fibers, ceramics, colored cement products, textiles, cosmetics, and artists colors.

? SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The Company is currently engaged in only one business i.e. manufacturing business of Pigment Green 7 & Copper Phthalocyanine Green Crude. Accordingly there is no segments of business activity of the Company

? CHANGE IN STATUS OF THE COMPANY: The status of the company has not been changed during the financial year 2018-19.

? KEY BUSINESS DEVELOPMENTS;

The manufacturing units has a well equipped laboratory assisted by a team of chemists and researchers for consistent Research and Development and support the Quality Control System which keeps an eye on the production process to yield the best from these production units.

? CHANGE IN THE FINANCIAL YEAR: The company has not changed its financial year during the year.

? CAPITAL EXPENDITURE PROGRAMMES: Not Applicable

? DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION MODERNIZATION AND DIVERSIFICATION: Not Applicable

? DEVELOPMENTS, ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTY RIGHTS: Not Applicable

? ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY:. No material events have occurred during the financial year 2018-19 which impact on the affairs of the Company.

2. FINANCIAL SUMMERY:

The Directors Report is to be prepared based on the stand alone financial statements of the company:

(Rs. In Lacs)

PARTICULARS 2018-19 2017-18
Revenue from Operations 1158.59 1116.62
Other income 1.54 8.25
Total Income 1160.13 1124.87
Profit/loss before Depreciation, Finance 56.21 55.64
Costs, Exceptional items and Tax
Expense
Less: Depreciation 29.10 28.15
Profit/loss before Finance Costs, 27.11 27.49
Exceptional items and Tax Expense
Less: Finance Cost 19.02 13.64
Profit/loss before Exceptional items and 8.09 13.85
Tax Expense
Less: Exceptional Items - -
Profit / (Loss) Before Tax 8.09 13.85
Provision for Tax & Deferred Tax 7.40 10.98
Profit / (Loss) After Tax 0.69 2.87
Other Comprehensive income (net of tax effect) - -
Total Comprehensive income 0.69 2.87
Add : Balance as per last Financial (263.80) (266.66)
Statement
Disposable Surplus - -
Less : Transfer to General Reserve - -
Dividend Paid (17-18) - -
Dividend Paid (16-17) - -
Dividend Distribution Tax (17-18) - -
Dividend Distribution Tax (16-17) - -
Balance carried forward (263.11) (263.80)

3. PERFORMANCE OF THE COMPANY (STANDALONE):

The companys approach towards growth has delivered satisfactory results in terms of

Turnover of the company during the year 2018-19. Your company achieved the net sales of Rs. 1158.59 lakhs during the year 2018-19 which indicates 3.76% increase in turnover as compare to the last year.

The Company has earned net Profit (After Tax) of Rs. 0.69 lakhs during the financial year 2018-19. However, the Profitability is low based on size of the company but the company will strive to improve its performance in long term prospects based on actual pace of global economy.

4. DIVIDEND:

With a view to enlarge the business operations of the Company, the Directors did not recommend dividend during the year under review.

5. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

The company has not transferred any amount to reserves during the financial year 2018-19.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions Section 152(6) of the Companies Act, 2013, Mr. Harishbhai Bhatt (DIN: 00400765), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Mrs. Monika Chauhan has been appointed as an additional Independent Woman director of the Company by the Board of Directors of the Company in its meeting held on 21st January, 2019 upto the forthcoming Annual General Meeting. The Board of Directors has proposed the appointment of Mrs. Monika Chauhan as Director for the term of five years.

The present term of appointment of Independent Directors of the Company is going to be expired at the forthcoming Annual General Meeting. The Board has, subject to the approval of the Members in the forthcoming AGM, proposed the re-appointment of following Independent Directors for another period of five years, with effect from 27th September, 2019:

SR. NO. NAME OF DIRECTOR
1 MR. UPENDRA ADHVARYU
2 MR. SOMABHAI PATEL

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

? JUSTIFICATION FOR APPOINTMENT / REAPPOINTMENT OF INDEPENDENT DIRECTORS:

The existing Independent Directors of the Company are engaged with the Company from more than 10 years and having vast experience and profound knowledge with respect to workings of the Company. They also possess industry specific knowledge and skills which is beneficial for growth of the Company. The Company can reach higher level of growth in terms of business expansion and turnover under their guidance and leadership. Mrs. Monika Chauhan , the proposed Independent Director is also qualified as graduate having good skills and knowledge in the industry.

During the current financial year, there is no change in the directors of the Company. However, MRS. ACHARYA LALITHAMMA RAMAKRISHNAN an Independent Director of the Company has resigned from the directorship of the Company as on 13th February, 2019 due to her pre occupation in other Companies. The Board places on record its appreciation for his invaluable contribution and guidance. MRS. ACHARYA LALITHAMMA RAMAKRISHNAN has also confirmed that there is no other material reason of resignation other than those provided.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

7. MEETINGS:

During the year,Seven Board Meetings and Four Audit Committee Meetings were duly convened and held. The dates on which the said Board Meetings held are shown in the table:

SR. NO. BOARD MEETING AUDIT COMMITTEE
1 30.05.2018 30.05.2018
2 14.08.2018 14.08.2018
3 05.11.2018 05.11.2018
4 21.01.2018 13.02.2019
5 13.02.2019
6 19.03.2019
7 26.03.2019

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The necessary quorum was present at the meetings.

8. COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Internal Complaints Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance of the company which forms part of this Annual Report.

9. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2019 forms part of this Directors Report as ‘Annexure: I.

10.STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/S. H K SHAH & CO., Chartered Accountants, (Firm Registration No. 109583W), have been appointed as statutory auditors of the company at the Twenty Third Annual General Meeting held on September 30, 2014 to hold office from the conclusion of twenty third Annual General Meeting (AGM) till the conclusion of the Twenty eighth Annual General Meeting of the Company.

Accordingly, the term of existing auditor is completed in this AGM and the board of Directors of the Company has appointed M/S. CHANDABHOY & JASSOOBHOY, Chartered Accountants, (F.R.NO. 101648W), as a statutory auditor of the Company to hold office till the conclusion of AGM of financial year 2023-24 subject to the approval of shareholders at AGM.

The Auditors comments on your companys accounts for year ended March 31, 2019 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3) (f) of the Companies Act, 2013.

There are following qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report:

1. Adhering to significant accounting policy, the Company is accounting for Gratuity & Leave Encashment on cash basis. This is not according with IND AS 1 on "Presentation of Financial Statement" and IND AS-19 on "Employee Benefits" prescribed by the Institute of Chartered Accounting of India and contrary to provision contained in Section 133 of the Companies Act, 2013. The extent of non-compliance in terms of value is not ascertainable.

2. IND AS 2 for "Inventories" has not been followed. The technical valuation claimed by the Company is not quantifiable hence; we are not in a position to quantify the effect on the Profit and Loss Account and Balance Sheet.

3. IND AS 101 requires the company to make an explicit and unreserved statement in the Financial Statements of compliance with IND Ass. However, the same has not made. Hence, the extent of Non- compliance in terms of value is not ascertainable.

The Board of Directors has undertaken to take the corrective steps for the above mentioned qualifications in current financial year.

11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2018-19, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Boards

Report.

12. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDITOR:

Pursuant to provisions of 138 of the Companies Act, 2013, and Rule 13 of Companies (Accounts) Rules, 2014, M/S. LAVINGIYA & ASSOCIATES, Chartered Accountants, Ahmedabad, has been appointed as an Internal Auditor of the Company for the Financial Year 2019-20. During the year, the Company continued to implement their suggestions and recommendations to improve and control the environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

13.COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2018-19.

14.SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. A. SHAH & ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for F.Y. 2018-19. The Report of the Secretarial Auditor for the F.Y. 2018-19 is annexed to this report as

Annexure: II to the Directors Report.

The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at arms length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors on the same are as follows:

SR. QUALIFICATION JUSTIFICATION OF BOARD
NO
1. 100% shares of Promoters are not in DEMAT The Company has taken steps to ensure that the physical shares held by promoter or promoter group are fully converted into DEMAT.
Accordingly, only one promoter is holding shares in physical as on 31st March, 2019 which has been converted into DEMAT IN June, 2019.Accordingly, 100% shareholding of promoter is in demat.
2 Delay in confirmation of The Delay in confirmation of application received for Dematerialization of shares was due to technical issues. dematerialization requests received from shareholder.

15.NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration/

Compensation Committee framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as ‘Annexure: III.

16.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 Companies Act, 2013 the corporate governance requirements as prescribed by Securities and

Exchange Board of India ("SEBI") under Regulation 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 SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on thebasis of the criteria such as the Board composition and structure, effectiveness of board processes, informationand functioning, etc.The performance of the committees was evaluated by the board after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board andcommittee meetings like preparedness on the issues to be discussed, meaningful and constructive contributionand 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 meetingof the independent Directors, at which the performance of the Board, its committees and individual directorswas also discussed.

17.DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

18.CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. A. SHAH & ASSOCIATES., Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated 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 Vof SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

19.FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year 2018-19.

20.VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.pratikshachemicals.in under investors / policy documents / Vigil Mechanism Policy link.

21. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

(a)Conservation of energy:

(i) the steps taken or impact on conservation of energy N.A.
(ii) the steps taken by the company for utilizing alternate sources of energy N.A.
(iii) the capital investment on energy conservation equipments N.A.

(b) Technology absorption:

(i) the efforts made towards technology absorption N.A
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) N.A.
(a) the details of technology imported N.A.
(b) the year of import; N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof N.A.
(iv) the expenditure incurred on Research and Development N.A.

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

22.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arms length basis.

All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.pratikshachemicals.in under investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ‘Annexure: IVthe same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

23.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g)of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ‘Annexure: V and forms part of this Report.

24.PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure: VI to the Directors Report.

B. The statement containing particulars of employees as required under Section

197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore Per Annum if employed for the whole year.

25.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013, the company has setup the Internal complaints committee and the said committee has framed policy for prevention of sexual harassment at work place in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not fall under the purview of the section 135 of the Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee and adopting any activities as specified in Schedule VII.

27. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "Human Resources" as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Companys Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

28.CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

29.MANAGEMENT DISCUSSION AND ANALYSIS:

As per the corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

30.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

31.SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCE SHEET DATE:

No Event has occurred after the balance sheet date that representing the material changes and commitment that affecting the Financial position of the company.

32.STATEMENT OF DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134 (5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2019, the applicable accounting standards read with requirement set out under Schedule III to the Act, 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 to give a true and fair view of the state of affairs of the company as at March 31, 2019 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

33.ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLACE: AHMEDABAD BY THE ORDER OF THE BOARD OF DIRECTORS,
DATE: 13/08/2019 FOR, PRATIKSHA CHEMICALS LIMITED
sd/-
MR. JAYESH PATEL
DIRECTOR
(DIN:00401109)