priti international ltd share price Directors report


To

The Members,

Priti International Limited

The Board of Directors present the Companys Sixth(6th)Board Report, together with the Audited Financial Statements for the financial year ended March 31,2023 (‘FY 2023).

1. Financial Results

In compliance with the provisions of the Companies Act, 2013 ("Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has prepared its standalone financial statements as per Indian Accounting Standards ("Ind AS") for FY 2023. The standalone financial highlights of the Companys operations are as follows:

in Lakh

Particulars Current Financial Year(2022-2023) Previous Financial Year(2021-2022)
Revenue from Operations 8285.48 5725.43
Other Income 224.05 282.47
Total Revenue 8509.53 6007.89
Less: Expenses 7467.15 5372.46
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 1042.38 635.43
Less: Depreciation/ Amortization/ Impairment 43.67 26.57
Profit /loss before Finance Costs, Exceptional items and Tax Expense 998.71 608.86
Less: Finance Costs 2.68 3.73
Profit /loss before Exceptional items and Tax Expense 996.03 605.13
Add/(less): Exceptional items (Loss by Fire) 42.10 0.00
Add/(less): Extraordinary Items 0.00 0.00
Profit /loss before Tax Expense 953.93 605.13
Less: Tax Expense (Current & Deferred) 242.37 167.63
Profit /loss for the year (1) 711.56 437.50
Total Comprehensive Income/loss (2) 0.00 0.00
Total (1+2) 711.56 437.50

2. Change in Nature of Business

The company is engaged in the activities of Domestic as well as Export trade of Wooden Handicraft and Textile products. There was no change in the nature of business, and revenue streams of the Company during the financial year ended on March 31,2023.

3. Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys performance for the FY 2023, has decided that it would be prudent, not to recommend any Dividend for the financial year 2023.

4. Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review to conserve its financial resources and to meet its growth plan.

5. Proceeds From Public Issues

During the financial year 2018-19, the Company has issued 7,00,800 Equity shares through Initial Public Offer (‘IPO) at the Issue Price of Rs.75 each (including premium of Rs.65) raising capital of Rs. 5.256 Crores. Out of 7,00,800 shares issued, 35,200 shares were reserved for the Market Makers and the remaining shares were issued to Public.

Till the end of FY 2023, out of the proceeds of the IPO amounting to Rs. 525.60 Lakhs, the company has spent a sum of Rs. 495.55 Lakhs. The Company has kept the unspent amount in a Fixed Deposit with a Scheduled Commercial Bank in the Interest of the stakeholders of the Company.

After the closure of the Financial Year, the Company obtained the approval of the Members by way of Postal Ballot on July19, 2023 for variation in spending of amount raised by way of Initial Public Offering ("IPO") of INR 30,05,000 and subsequent transfer of the said amount from "Issue Related Expenses" into "Funding the working capital requirements of our Company.

6. Management Discussion and Analysis

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report is presented in a separate section, forming part of the Annual Report.

7. Information About Subsidiary/ Joint Ventures/Associate Company

The Company had incorporated a new Subsidiary company viz. "Priti Innovations Private Limited" on September 29, 2022.The said Company ceased to be a Subsidiary of the Company, prior to closure of the year under review, by way of Approval granted by Board on November 12, 2022.

At present, the Company does not have any Subsidiary, Joint Venture or Associate Company(ies).

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company is required to transfer following amounts and shares to Investor Education and Protection Fund ("IEPF Authority") established under above rules:

a. Any money transferred to the Unpaid Dividend Account of a company in pursuance of this section which remains unpaid or unclaimed for a period of seven years from the date of such transfer.

b. All shares in respect of which dividend has not been paid or claimed for seven consecutive years or more.

Since the Company has no amount lying in the Unpaid Dividend Account, there is no such requirement of transferring any money or shares to IEPF Authority.

Further in terms of Rule 7(2A) of IEPF Rules, the Company is not required to appoint a Nodal Officer for the purposes of verification of claim and for co-ordination withIEPF Authority.

9. Material Changes and Commitments

During the year under review, following Significant Developments were occurred:

(i) The Company altered its Memorandum of Association, in the following manner:

a. Increase in authorised share capital from INR 12,00,00,000/- to INR 15,00,00,000/-

b. Addition of new object clause being: Architectural Services; Trading of bullions, gold & silver jewellery; and trading and dealing in agricultural based commodity products.

(ii) The Board of Directors of the Company approved Issuance of 29,76,000 Convertible Warrants of on a preferential basis, which was approved by the members in the EGM on July 20, 2022.

Out of the said warrants, the Board of Directors had allotted 12,41,500 Equity Shares of Rs. 10/- each pursuant to the request of warrants holders to exercise their right to conversion of Convertible Warrants into Equity Shares in its meeting held on October 15, 2022.

Other than above, no material changes and commitments affecting the financial position of the Company occurred during FY 2023.

However, after the closure of the FY 2023, the Company obtained the approval of the Members by way of Postal Ballot on July19, 2023, for variation in spending of amount raised by way of Initial Public Offering ("IPO") of INR 30,05,000 and subsequent transfer of the said amount from "Issue Related Expenses" into "Funding the working capital requirements of our Company.

10. Meetings of the Board of Directors and Committees thereof

The Board of Directors met Fourteen (14) times during FY 2023. A detailed update on the Board, its composition, governance of committees including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2023and attendance of the Directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual report.

11. General Meetings

The Fifth (5th) Annual General Meeting of the members of the Company was held on Friday, 30th September 2022.

Further details of General Meeting, Postal Ballot carried out during the FY 2023 and details of Sixth (6th) Annual General Meeting are provided in the Corporate Governance Report, which forms part of this Annual report.

12. Secretarial Standards

The Board of Directors affirms that the Company has complied with applicable Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

13. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013the Board of Directors of the Company confirms that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the situation of the company at the end of the financial year and of theprofit and loss of the company for that period.

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The directors had prepared the annual accounts on a going concern basis; and

v. 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.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Statutory Auditors

The Board proposes appointment of M/s. P Singhvi& Associates, Chartered Accountants, (FRN: 113602W)as Statutory Auditors of the Company for a period of 5 (five) consecutive years, in the ensuing 6thAnnual General Meeting.

The said appointment was required to be made consequent to completion of tenure of appointment of retiring auditors and due to receipt of a Letter of Unwillingness from the Retiring Auditors of the Company M/s. J. K. Daga& Associates upon completion of their first term of five years.

The Board has duly examined the Statutory Auditors Report to the Financial Statements for the year ended on March 31, 2023, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Financial Statements section of this Annual report. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, The Auditors have not reported any fraud u/s 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

15. Secretarial Auditors

Ms. Reeptika Barmera, Practicing Company Secretary (C.P.No. 16551, FCS Membership No. 11280) was appointed as Secretarial Auditor of the Company for the Purpose of Conducting the Secretarial Audit for the FY 2023.The Secretarial Audit Report is annexed herewith marked as Annexure A to this Report.

In compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the stock exchanges within the statutory timelines.

The Secretarial Audit report does not contain any qualification, reservation, adverse remarks, or disclaimer.

Further, The Secretarial Auditors have not reported any fraud u/s 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Board, on the recommendation of Audit Committee, has re-appointed Ms. Reeptika Barmera, Practicing Company Secretary (C.P. No. 16551, FCS Membership No. 11280), Jodhpur, who has confirmed her eligibility for the said re-appointment, to conduct the Secretarial Audit of the Company for FY 2023-24.

16. Internal Auditors

M/s. Singhvi & Mehta, Chartered Accountant (FRN: 002464W) was appointed as internal auditor of the company to carry out the internal audit for Two (2) consecutive financial years from Financial Year 202324 to Financial Year 2024-25 upon discontinuance of previous Internal Auditor of Mrs. Ronak Pungaliya.

The audit conducted by the Internal Auditor is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. As per the report of the Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to, while conducting the business. Further, Internal auditors periodically appraise the Audit Committee on findings/observation of Internal Audit and actions taken thereon.

17. Cost Record Maintenance and Cost Audit

The maintenance of Cost Records and requirement of Cost Audit as prescribed under the provisions of Section 148of the Act and Rules made thereunder are not applicable to the business activities carried out by the Company.

18. Internal Financial Controls

The Company has laid down a Policy on internal financial controls to be followed by the company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention, and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Statutory Auditors of the Company have reported unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting for the FY 2023.

The Audit Committee evaluates the internal financial control system periodically. The details of Internal Control System and their adequacy are provided in the Management Discussion and Analysis section forming part of this Annual report.

19. Agreements binding the Company.

As on March 31, 2023, and as on the date of this report the Company or any of its Promoters, KMP, Management, Employees, Shareholders, Related Parties, has not entered into any Agreement, which has the purpose and effect of impact the management or control of the Company, or any other agreement covered in clause 5A of paragraph A of Part A of Schedule III SEBI Listing Regulations.

20. Loans, Guarantees and Investments

Details of loans, guarantees and investments, if any covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers)Rules, 2014, as on March 31, 2023, are set out in Notes to the Standalone Financial Statements of the Company.

21. Particulars of Employees and Related Disclosures

The details disclosure required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014 is given in the Statement annexed herewith marked as Annexure B to this Report.

22. Disclosure of Additional Details under Schedule V of the Companies Act, 2013

A statement containing additional information, as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013, is provided in the Corporate Governance Report (under the heading "Remuneration of Directors"), which forms part of this Annual Report.

23. Related Party Transactions

All Contracts, Arrangements and Transactions entered by the Company during FY 2023 with related parties ("RPTs") were in the ordinary course of business and on arms length basis and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee, in line with the Policy on Related pa rty transaction ("RPT Policy"). The said policy is available on the website of the Company at [https://pritihome.com/wp- content/uploads/2023/03/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf]

In terms of Schedule V of the SEBI Listing Regulation the disclosure regarding transactions with person or entity belonging to the promoter/promoter group which hold 10% or more shareholding in the Company have been disclosed in the Notes to Standalone Financial Statements which forms part of this Annual report.

24. Conservation of Energy, Technology Absorption &Foreign Exchange Earnings and Outgo

As required by Section 134(3)(m) read with the Companies(Accounts) Rules, 2014, your directors report as under:

A. Conservation of Energy:

i. The steps taken or impact on the conservation of energy The Company has a well-structured energy management system in place and regular efforts are made to optimize process parameters and conserve energy.
ii. The steps taken by the Company for utilizing alternate sources of energy. NIL
iii. The capital investment in energy conservation Equipment NIL
B. Technology Absorption:
i. The efforts made towards technology absorption NIL
ii. The benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) NIL
iv. Expenditure incurred on Research and Development NIL

C. Foreign Exchange Earnings and Outgo:

The details for foreign exchange earnings and outgo for the FY 2023 are as under:

(Rs. In Lakhs)

Particulars 2022-23 2021-2022
Foreign Exchange Earnings 3,417.26 4,632.88
Foreign Exchange Outgo 0.00 0.00

25. Risk Management

The Company has laid down Internal Financial Controls that includes a risk-based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy, and completeness of the accounting records and assurance on reliable financial information. The Board has satisfied itself with the adequacy and effectiveness of the Internal Financial control system and ensured that the Risk Management including internal financial controls is in place. The Board regularly keeps a check and ensures that elements of risk threatening on the Companys existence are very minimal.

The Company has a Risk Management Policy which is in line with the provisions of the Act and SEBI Listing Regulations. The said policy is available on the website of the Company at (https://pritihome.com/wp-content/uploads/2023/03/POLICY-ON-RISK-MANAGEMENT.pdf)

26. Annual Return

The Draft Annual Return (MGT 7) of the Company for the Financial Year 2023 is available on the website of the Company at (www.pritihome.com/investor/).

27. Directors & Key Managerial Personnel

A. Board and Committee Composition

As on March 31, 2023, the Board consists of Eight (8) Directors out of which half of the Board comprises of Independent Directors. Out of the 8 Board members, 3 (three) are Women Directors including Managing Director.

The Chairperson to the Board is a whole-time director. The Audit and Nomination and Remuneration Committee has an Independent Director as its chairperson.

The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act.

Additional details regarding the Board of Directors, its committees, composition and terms of reference of its committees has been provided in the Corporate Governance Report, which forms part of this Annual report.

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

B. Appointment, Cessation and other changes in Board

During FY 2023, following changes were made in Board by the Board of Directors of the company.

Appointments/Re-appointments

• Two (2) Independent Directors viz. Mr. Sag Ram and Mr. Deepak Tak, were appointed, for whom, approval of members was obtained, by way of postal ballot, on May 07, 2022, further re-appointed for the second term of two years from w.e.f. February 10, 2023 to February 09, 2025.

• One Independent Director viz. Ms. Tamanna Kumari was appointed for a period of two years on from August 13, 2022 to August 12, 2024for whom, approval of members was obtained in AGM held on September 30, 2022.

• Re-appointment of Ms. Priti Lohiya as Managing Director of the company for a period of five years.

• *Re-appointment of Mr. Pankaj Baheti as Independent Director of the company for the second term of two years.

• Re-appointment of Mr. Mahak Singhvi as Independent Director of the Company for the second term of five years.

• Mr. Ritesh Lohiya as Chief Financial Officer of the Company.

(*Out of the above, the Shareholders of the Company rejected the agenda for appointment of Mr. Pankaj Baheti as Independent Director)

C. Rotation of Directors

In terms of the provision of Section 152(6) of the Act, Ms. Priti Lohiya (DIN: 07789249) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer herself for re-appointment. The Board of Directors recommends her re-appointment for consideration by the members of the Company at the ensuing AGM.

D. Annual Performance Evaluation

The Company has in terms of applicable provisions of the Act, SEBI Listing Regulations have carried out the Performance Evaluation of the Board, its committees, individual directors on the basis of parameters laid down.

The details of the Annual Performance Evaluation have been provided in the Corporate Governance Report forming part of the Annual Report.

E. Nomination and Remuneration Policy

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company.

The copy of the same is available on the website of the Company at

[https://pritihome.com/wp-content/uploads/2023/03/NOMINATION-AND-REMUNERATION-

POLICY.pdf]

F. Declaration of Independent Directors

The Company has in terms of Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations, received a declaration from all the Independent Directors that they meet the

criteria as mentioned under regulation 16(1 )(b) of the SEBI Listing Regulation and Section 149 of the Companies Act, 2013 and have complied with code of conduct as prescribed in Schedule IV to the Act. Further, the Independent Directors have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs.

28. Details relating to Deposits covered under chapter V of the Companies Act, 2013:

No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the end of FY 2023.

Particulars Details
(i) Deposits accepted during year Nil
(ii) Deposits remained unpaid or unclaimed at end of year Nil
(iii) Default in repayment of deposits or payment of interest thereon Nil
Particulars of Default Amount of Deposit Number of Cases
At the beginning of year NA NA
During year NA NA
At the end of year NA NA
(iv) Details of deposits which are not in compliance with requirements of chapter v of act Nil

29. Share Capital

The Authorised Share Capital of the Company was INR 12,00,00,000/- (1,20,00,000 Equity Shares of INR 10 each) which was increased vide Ordinary Resolution dated July 20, 2022, to INR 15,00,00,000/- (1,50,00,000 Equity Shares of INR 10 Each).

During the year under review, the Company has neither issued any shares with differential voting rights nor issued any sweat equity shares.

During the year under review, the Board of Directors of the Company approved Issuance of 29,76,000 Convertible Warrants of on a preferential basis at a price of INR 98/- per warrant, which was approved by the members in the EGM on July 20, 2022.

Out of the said warrants, the Board of Directors had allotted 12,41,500 Equity Shares of Rs. 10/- each pursuant to the request of warrants holders to exercise their right to conversion of Convertible Warrants into Equity Shares in its meeting held on October 15, 2022.

The Company do not have any Employee Stock Option Scheme. Thus, disclosures under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not required.

30. Orders Passed by the Regulators or Courts or Tribunals etc.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

31. Details on Corporate Social Responsibility(CSR)

During the year under review, the Company was under an obligation to formulate a policy on Corporate Social Responsibility. The Company has formulated the policy on Corporate Social Responsibility which is available on the website of the Company at [https://pritihome.com/wp-content/uploads/2023/03/CSR- POLICY.pdf]

During the year under review, the Company has spent ? 9Lakhs on CSR activities. The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure C forming an integral part of this Board Report.

32. Corporate Governance

Your company provides utmost importance in best Governance Practices, and which are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the nature of business operations, improve performance and provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization. Your Company has incorporated the appropriate standards for corporate governance.

The Company has complied with all the Corporate Governance requirements as provided in SEBI Listing Regulations and the Companies Act, 2013. The Company has prepared a Corporate Governance report in compliance with the Provisions of Schedule V of the SEBI Listing Regulations which forms part of this Annual report.

33. Prohibition of Insider Trading

Designated Persons are prohibited from dealing in the shares of the Company when in possession of unpublished price sensitive information or when the trading window is closed.

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on the consequences of noncompliances.

During the year under review, there was no instance of non-compliance of the said code by the insiders or designated persons of the Company.

The copy of the same is available on the website of the Company at (https://pritihome.com/wp- content/uploads/2023/03/Code-for-Prevention-of-Insider-Trading.pdf)

34. The Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year.

During the year under review, neither any application has been made nor any such proceedings were pending under the Insolvency and Bankruptcy Code, 2016, hence the company has nothing to report in this regard.

35. The 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 the reasons thereof

During the year under review, there has been no such instances wherein, the company has undertaken the One-time settlement of any borrowings from banks or financial institutions. Your company has always been prompted in paying its dues therefore the company has nothing to report in this regard.

36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.

The Company is committed to providing a safe and conducive work environment to its employees during the financial year. Your directors, further, state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2022-23, the Company has received no complaint on sexual harassment.

Acknowledgment

The Board wishes to express their grateful appreciation to the continued co-operation and financial assistance received from the Bankers, Business Associates and all other authorities. The Directors acknowledge the support and co-operation received from the employees and whole management team. The Directors are also thankful to the members for their continued patronage.

For & on Behalf of Board of Directors of
Priti International Limited
Date: September 01, 2023 Goverdhan Das Lohiya Chairman
Place: Jodhpur DIN: 07787326