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Pradhin Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 16.42 Cr. P/BV 2.70 Book Value (Rs.) 16.68
52 Week High/Low (Rs.) 60/33 FV/ML 10/1 P/E(X) 0.00
Bookclosure 30/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2018-03 

Dear Shareholders

The Directors have pleasure in presenting the 36th ANNUAL REPORT on the business and operations of your company and the Audited Financial Statements together with the Auditors Report for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2018.

(Rupees in lacs)

STANDALONE

31/03/2018

31/03/2017

Revenue from market Operations

1780.45

2791.65

Other income

4.84

10.10

Profit/(Loss) before, Interest depreciation & tax

8.42

40.22

Interest

1.82

20.09

Depreciation

0.80

1.33

Profit/(Loss) before tax

5.80

18.80

Provision for tax

1.51

6.75

Tax for earlier years

0.00

0.00

Deferred tax

1.22

(0.85)

Profit/(Loss) after tax

3.06

12.90

Other Comprehensive Income (Net of Tax)

(4.01)

2.97

Total Comprehensive Income for the Period

(0.95)

15.87

2. BUSINESS & PERFORMANCE

During the year under review, the Company has made Profit of Rs. 3.06 lacs, in the Financial Year 2017 - 2018 against profit of Rs. 12.90 lacs in the last financial year 2016 -2017. The Company will make improved profits depending on the Indian market conditions and the global environment.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31st, 2018 was Rs. 36468500. No additions and alterations to the capital were made during the financial year 2017-2018.

4. DIVIDEND

In order to conserve resources the board of directors have decided not to declare any dividend for the current Financial year 2017 - 2018

5. TRANSFERTO GENERAL RESERVE

Your Company does not propose any transfer of funds to the General Reserve.

6. HUMAN RESOURCES

The well-disciplined work force which has served the company for the last 5 years lies at the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

7. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2017- 2018, the Company has not received any complaints on sexual harassment

8. SUBSIDIARY COMPANIES

The company does not have any subsidiaries, associates and Joint venture companies

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIESACT, 2013 AND SEBI (LODR) REGULATIONS 2015

Since your company's paid up Equity capital and Networth is less than Rs.10 crores and Rs.25 crores respectively, the provisions of revised Clause 49 relating to Corporate Governance, vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014. Hence it is not applicable to the company.

10. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INFLOW & OUTGO

Company's business does not require any technology absorption and hence no reporting is required to be furnished under this heading.

Foreign Exchange inflow and outflow during the year is Nil.

11. CORPORATE SOCIAL RESPONSIBILITY

Your company is not mandatorily required to constitute CSR committee since it has not come within the purview of threshold limit specified in section 135 of the Companies Act 2013.

12. BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

13. DEPOSITS

Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2018.

14. ACQUISTION OF PROMOTERSSHARES/OPEN OFFER:

The Promoters of the company holding 59.05% of shares have entered into an agreement on 1st February 2018 to sell 52% of their shareholding @ Rs. 21/- per share. Pursuant to the agreement, promoter's have temporarily parked their said 52% shareholding i.e. 1897376 (Eighteen Lacs Ninety Seven Thousand Three Hundred Seventy Six shares) in the demat account opened with Stock Holding Corporation of India Ltd in name & style of “Cameo Corporate Services Ltd. Escrow a/c. Bhagwandas Metals Ltd. Open offer” in the month of February 2018.

The shares will be transferred to ultimate acquirers on completion of all statutory formalities regarding to the Open offer.

15. RECLASSIFICATION OF PROMOTERS:

The existing promoters seeking reclassification subject to the approval of Shareholders in the General meeting.

16. DIRECTORS AND KEY MANAGEMENT PERSONNEL

Mr. Hareshkumar Prakashbhai Chaudhari, (DIN: 01621522) who was appointed as Managing Director of the company on 19th July 2018. As recommended by the NRC committee, his appointment is placed before shareholders..

Mrs. Mita Ashish Desai, (DIN: 01435940) who was appointed as Additional Non-Executive Director of the company on 19th July 2018. As recommended by the NRC committee, her appointment is placed before shareholders.

Mr. Nilav Divyang Mehta, (DIN: 06857378) who was appointed as Additional Non-Executive Director of the company on 19th July 2018. As recommended by the NRC committee, his appointment is placed before shareholders.

Mr. Ketan Dhirajlal Chaudhari, (DIN: 06397323)who was appointed as Additional Whole Time Director of the company on 19th July 2018. As recommended by the NRC committee, his appointment is placed before shareholders.

Mr. Bhavin Sarvaiya Kanaiyalal, (DIN: 08010395), who was appointed as Additional Director of the company on 4th January 2018. As recommended by the NRC committee, his appointment is placed before shareholders..

Mr. Govind Prasad (DIN: 00017460), Whole Time Director, Mrs. Gita Agarwal (DIN: 06969459), Non-Executive Director and Mr. Nirmal Anraj Gadhiya (DIN: 00678742), Independent Director resigns from the Board from 19th July 2018.

Mr. Nand Kishore Sonthalia (Din: 00021585), who is liable to retire by rotation, being eligible, offers himself for reappointment.

17. AUDITORS STATUTORY AUDITORS

M/s. Heena Shah &Associates, Chartered Accountants, (Registration Number 144928W) have been appointed as statutory auditors of the company at the Annual General Meeting held on 25th September 2017 from the conclusion of 35th Annual General Meeting till the conclusion of 40th Annual General Meeting of the company. Due to ammendment in section 139 of Companies Act 2013, ratification of Auditors appointment is no longer required.

REPLYTO THE OBSERVATIONS MADE BYTHE STATUTORYAUDITOR

There are no qualifications, reservations, remarks or disclaimers made by M/s. Heena Shah & Associates, Statutory auditor, in their auditor report. The statutory auditor have not reported any incident of fraud to the Audit Committee of the Company during thefinancial year 2017-2018.

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. Lakshmmi Subramanian & Associates, Practising Company Secretaries, (CP No.1087, FCS:3534),Company Secretaries to undertake the secretarial audit of the company for the financial year ended 31st March 2018 (FY 2017-2018). The Secretarial Audit Report is annexed herewith as Annexure V'.

REPLYTO THE OBSERVATIONS MADE BYTHE SECRETARIAL AUDITOR Secretarial Auditors in their report have made the following observations:

1. The company is yet to appoint Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

The company is in the process of identifying suitable candidates in view of the change in Promoters.

2. The Company is in the process of updating its website according to the requirements.

3. The company has carried on limited business of trading in diary and diary products for which the object are yet to be amended as Main object.

The company as on 31.03.2018 had carried only minor business in this segment and since proposing to carry on as one of the main business, resolutions seeking permission from the shareholders for amendment of the main object in the Memorandum is place in Item No: 8

INTERNAL AUDITORS

M/s. Karikalan & Co., Chartered Accountant was appointed as internal auditors of the Company. They regularly conduct audit and submit their quarterly reports, which are reviewed by the Audit Committee. The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

18. NUMBEROF MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors of the Company were held during the year.

19. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

c. that 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and also Company's shareholders, auditors, customers and bankers for their continued support.

By Order of the Board

Place: Chennai KETAN DHIRAJLAL CHAUDHARI

Date: 19th July 2018 Director

DIN: 06397323


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