Your Directors take immense pleasure in presenting the 17th Annual Report of the Company together with the Audited Financial Statement for the financial year ended 31st March 2024.
1. FINANCIAL SUMMARY & HIGHLIGHTS:
The key highlights of the standalone and consolidated audited financial statements of your Company for the financial year ended 31st March 2024 and comparison with the previous financial year ended 31st March 2023 are summarised below:
Particulars
|
Standalone
|
Consolidated
|
|
Financial Year
|
Financial Year
|
Financial Year
|
Financial Year
|
|
ended
|
ended 31st
|
ended 31st
|
ended 31st
|
|
31st March 2024
|
March 2023
|
March 2024
|
March 2023
|
Revenue from operations
|
25,598.68
|
22,923.49
|
25,787.04
|
23036.32
|
Other Income
|
136.20
|
197.81
|
136.21
|
198.32
|
Total Income
|
25,734.88
|
23,121.30
|
25,923.25
|
23,234.65
|
Total Expense
|
22,497.94
|
20,326.10
|
22,827.96
|
20,615.82
|
Profit before tax
|
3,236.94
|
2,795.20
|
3,095.29
|
2,618.83
|
Tax expenses
|
841.10
|
733.78
|
812.75
|
688.06
|
Profit after taxation
|
2,395.84
|
2,061.42
|
2,282.53
|
1,930.77
|
Earnings per share
|
5.59
|
4.81
|
5.44
|
4.65
|
• Earnings Per Share is in absolute figures.
• The consolidated figures include the Financial Performance of our Subsidiary Company - Prostarm Energy Systems Private Limited (CIN: U29308PN2021PTC202708)
• During the financial year under review, the Company achieved a standalone turnover of ? 25,598.68 / - Lakhs as compared to the ? 22,923.49 Lakhs in the previous financial year, thereby showing growth of 11.67%
• The Company earned a net profit of ? 2,395.84 Lakhs as compared to ? 2,061.42 Lakhs in the previous financial year. Thereby showing growth of 13.95%
• The Company achieved a consolidated turnover of ? 25787.04 Lakhs as compared to the ? 23036.32 Lakhs in the previous financial year. The growth in the consolidated turnover is
11.94%.
• The Company earned a consolidated net profit of ? 2,282.53 Lakh as compared to ? 1930.77 Lakh in the previous financial year. The comparative growth was 18.22%.
2. DIVIDEND
With a view to ploughing back profit into the business and exploiting more business opportunities, no dividend was declared to equity shareholders during the year under review Company.
Further the Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company's dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.
3. TRANSFER TO RESERVES:
During the year under review, no amount was transferred to Reserves.
4. SUBSIDIARY:
During the year under review, Company have one Subsidiary i.e. Prostarm Energy Systems Private Limited (CIN: U29308PN2021PTC202708), the details of the subsidiary is mentioned in the Annexure A to this report.
5. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31st March 2024.
6. SHARE CAPITAL:
During the Financial Year, under review the Company has increased its Authorised Equity Share Capital from Rs. 55,00,00,000/- (Rupees Fifty Five Crores Only) to Rs. 61,00,00,000/- (Rupees Sixty One Crores Only).
There was no alteration in the paid up Equity Share Capital of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Vikas Agarwal (DIN: 01940262) is liable to retire by rotation and is eligible to be re-appointed on the same designations. Pursuant to Secretarial Standards - 2 on General Meetings, brief details of Mr. Vikas Agarwal is provided as an Annexure to the Notice of the Annual General Meeting.
During the Financial Year under reporting, Ms. Sonu Ram Agarwal (DIN: 01920474) resigned from the Board of Directors of the Company w.e.f. 07.07.2023.
During the Financial Year under reporting Mr. Tapan Ghose, Chairman cum Managing Director of the Company was re-appointed as the Managing Director of the Company for another term of 5 year
i.e. from 08.08.2023 to 07.08.2028 in the Board Meeting Dated 10.07.2023. The same was approved by the Shareholders in the AGM dated 30.09.2023
During the year, Mr. Prashant Patankar has resigned as Company Secretary of the Company with effect from 30.11.2023.
After the closure of Financial Year, on recommendation of Nomination and Remuneration Committee, the Company has appointed Mr. Kiran Subhash Mukadam (Membership No. A-27627) as the Company Secretary, Compliance Officer and KMP, effective 29.05.2024 and he resigned as the Company Secretary, Compliance Officer and KMP w.e.f. 26.08.2024. Further, on recommendation of Nomination and Remuneration Committee, the Company has appointed Mr. Sachin Gupta (Membership No. F-12500) has been appointed as the Company Secretary, Compliance Officer and KMP, effective 27.08.2024.
8. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business during the financial year under review.
9. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:
In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment and remuneration of Directors, Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013.
Abstract of Nomination and Remuneration Policy is as under:
I. Policy for Appointment and Removal of Director, Key Managerial Personnel and Senior Management:
a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.
b. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.
c. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
II. Criteria for determining qualifications, positive attributes and independence of Director's is as under:
a. Nominees to the Board will be leaders in their field, have broad experience, show familiarity with national and international issues, possess sound business judgment, and have other attributes that will enhance shareholder value.
b. The Board will seek acting or former executive officers of complex businesses, leading academics, successful entrepreneurs and individuals who will add diversity to the Board.
c. The Board will possess experiences and core competencies that are essential to the success of the Company having regard to the nature of its business.
d. Each Director also should:
i. Possess fundamental qualities of intelligence, perceptiveness, good judgment,
maturity, high ethics and standards, integrity and fairness.
ii. Have a genuine desire to contribute to the Company and a recognition that, as a
member of the Board, one is accountable to the shareholders of the Company, not to any particular interest group.
iii. Have, as a general rule, a background that includes broad business experience or demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business organization.
iv. Be the present or former Chief Executive Officer, Chief Operating Officer, whole time director or substantially equivalent level executive officer of a highly complex organization such as a Company, university or major unit of government, or a professional who regularly advises such organizations.
v. Have no irreconcilable conflict of interest or legal impediment which would interfere
with the duty of loyalty owed to the Company and its shareholders.
vi. Have the ability and be willing to spend the time required to function effectively as a Director.
vii. Be compatible and able to work well with other Directors and executives in a team effort with a view to a long-term relationship with the Company as a Director.
viii. Have independent opinions and be willing to state them in a constructive manner.
e. Directors will be selected on the basis of talent and experience without regard to race, religion, sex or national origin. The Company seeks a Board with a diversity of background among its members and a Board that will possess certain core competencies.
f. Apart from the above the independent director nominees/candidates/re-appointees shall be required to be independent of the company in terms of the provisions of Section 149(6) of the Companies Act, 2013 (including rules thereto) and as per the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
III. Policy For Remuneration to Directors / KMP/ Senior Management Personnel:
1) Remuneration to Managing Director/Whole-time Directors:
a) The Remuneration /Commission etc. to be paid to the Managing Director /Whole¬ time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director /Whole-time Directors.
2) Remuneration to Non-Executive /Independent Directors:
a) The Non-Executive /Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
b) All the remuneration of the Non-Executive /Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
d) Any remuneration paid to Non-Executive /Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause(b) above if the following conditions are satisfied:
• The Services are rendered by such Director in his capacity as the professional; and
• In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
3) Remuneration to Key Managerial Personnel and Senior Management:
a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.
b) The Nomination and Remuneration Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share-based payments to be made to Key Managerial Personnel and Senior Management.
c) The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, etc. as decided from time to time.
d) The Incentive pay shall be decided based on the balance between the performance of the Company and the performance of the Key Managerial Personnel to be decided annually or at such intervals as may be considered appropriate.
11. PARTICULARS OF REMUNERATION:
During the financial year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year under review, no Director was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197, Schedule V of the Companies Act, 2013. Further, the remuneration of Directors and Key Managerial Personnel are as follows:
Remuneration Paid/Payable to the Whole Time Director/ Executive Directors during the Year:
Name of Director/KMP
|
Designation
|
Remuneration
|
Mr. Tapan Ghose
|
Chairman and Managing Director
|
18.23
|
Mr. Ram Agarwal
|
CEO & Whole Time Director
|
54.23
|
Mr. Vikas Agarwal
|
Whole Time Director
|
6.00
|
Mr. Raghu Thammannashastri
|
Whole Time Director
|
24.23
|
Ms. Sonu Ram Agarwal
|
Whole Time Director (01.04.2023 to 07.07.2023)
|
7.05
|
Note: Mr. Ram Agarwal also received a sales commission amounting to <28.34 Lakhs.
Name of Director/KMP
|
Designation
|
Remuneration
|
Mr. Bhargav Chatterjee
|
Independent Director
|
0.88
|
Mr. Goutam Paul
|
Independent Director
|
0.73
|
Mr. Shivkumar Baser
|
Independent Director
|
0.58
|
Mr. Ganesh Pansari
|
Independent Director
|
0.40
|
Ms. Mitali Chatterjee
|
Independent Director
|
0.40
|
Remuneration Paid/ Payable to the Other KMPs during the year:
Name of Director/KMP
|
Designation
|
Remuneration
|
Mr. Abhishek Jain
|
CFO
|
20.87
|
Mr. Prashant Patankar
|
Company Secretary
|
3.91
|
(upto 30 November, 2023)
|
|
|
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Act, the Board of Directors states and confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
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 at the end of the financial year and of the profit of the company for that period;
c. the directors have 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;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. MEETINGS OF THE BOARD OF DIRECTORS:
During the Financial Year 2023-2024, the Board of Directors met five times on 10th July 2023, 19th
July 2023, 9th November 2023, 26th December 2023 and 28th March 2024.
The attendance of Directors at the Meeting of the Board of Directors for Financial Year 2023-24 is as under:
Sr.
No.
|
Name of Directors
|
Designation
|
No. of Board meeting held / entitled to attend and no. of meetings attended by the director
|
1
|
Tapan Ghose
|
Chairman and Managing Director
|
5/5
|
2
|
Ram Agarwal
|
CEO & Whole-time Director
|
3/5
|
3
|
Vikas Agarwal
|
Whole-time Director
|
2/5
|
4
|
Raghu Thammannashastri
|
Whole-time Director
|
4/5
|
5
|
Mitali Chatterjee
|
Independent Director
|
3/5
|
6
|
Bhargav Chatterjee
|
Independent Director
|
5/5
|
7
|
Goutam Paul
|
Independent Director
|
5/5
|
8
|
Shivkumar Baser
|
Independent Director
|
5/5
|
9
|
Ganesh Pansari
|
Independent Director
|
4/5
|
14. ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD:
Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. Schedule IV to the Companies Act, 2013, states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.
The Board has carried out evaluation of its own performance of all, the Directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee of the Company for the financial year 2023-24. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding the future growth of the Company and its performance;
iv. Providing perspectives and feedback going beyond the information provided by the management.
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 24, 2024, to review, among other things, the performance of non-Independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
16. COMMITTEES OF THE BOARD:
During the year under review, consequent to the changes in the Board of Directors, the Committees of the Board were re-constituted in accordance with the provisions of the Companies Act, 2013. The Committees of Board as constituted under the provisions of Companies Act, 2013 are:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Corporate Social Responsibility (CSR) Committee
During the year under review, a Risk Management Committee was dissolved by the Board of Director on its meeting held on 28.03.2024.
The composition of various Committee / s, meetings held and attended by the members is detailed below:
a. AUDIT COMMITTEE:
The terms of reference of this committee cover the matters specified for audit committee in section 177 of the Companies Act, 2013. The audit committee inter alia performs the functions of review of financial reporting system, internal controls system, discussion on financial results, interaction with statutory and internal auditors, reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process, reviewing the adequacy of internal audit function, to review the functioning of the whistle blower mechanism , scrutiny of inter-corporate loans and investments, recommendation for the appointment of statutory, internal and cost auditors and their remuneration, review of internal audit reports and significant related party transactions. In fulfilling the above role, the audit committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice. The Audit Committee is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013.
The Audit Committee met three times during the financial year 2023-24 viz. on:
The composition of the Audit Committee as on March 31, 2024, and the number of meetings attended by each member during the year 2023-24 are as follows:
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings
|
Held/
entitled
|
Attended
|
Mr. Bhargav Chatterjee
|
Chairman
|
Non-executive, Independent Director
|
03
|
03
|
Mr. Shivkumar Baser
|
Member
|
Non-executive, Independent Director
|
03
|
01
|
Mr. Goutam Paul
|
Member
|
Non-executive, Independent Director
|
03
|
03
|
Mr. Ram Agarwal
|
Member
|
CEO and Whole Time Director
|
03
|
02
|
The Company Secretary of the Company acts as a Secretary to the Committee. During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.
The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.
b. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is duly constituted in accordance with provisions of Section 178 of the Companies Act, 2013. During the year under review Nomination and Remuneration Committee met one times during the Financial Year 2023-24 viz. on:
The previous composition and the number of meetings attended by each member during the year 2023-24 are as follows:
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings Held / entitled to attend
|
Ms. Mitali Chatterjee
|
Chairman
|
Non-executive, Independent Director
|
1/1
|
Mr. Bhargav Chatterjee
|
Member
|
Non-executive, Independent Director
|
1/1
|
Mr. Ganesh Pansari
|
Member
|
Non-executive, Independent Director
|
1/1
|
Mr. Tapan Ghose
|
Member
|
Chairman & Managing Director
|
1/1
|
The Company Secretary of the Company acts as a Secretary to the Committee.
The terms of reference of this committee cover the matters specified for Nomination & Remuneration Committee in section 178 of the Companies Act, 2013 including
• To help the Board in determining the appropriate size, diversity and composition of the Board,
• To recommend to the Board appointment/re-appointment and removal, recommend remuneration of directors and senior management,
• To frame criteria for determining qualifications, positive attributes, and independence of Directors,
• To create an evaluation framework for independent directors and the Board.
Board Evaluation:
At Prostarm we believe that it is the collective effectiveness of the Board as a whole that impact Company's performance which is a, the primary evaluation platform. Board performance is assessed against the roles and responsibilities of the Board as provided in the Act. Independent Directors of your Company met on March 28, 2024 to evaluate the performance of the Board and the executive and non-executive directors of the Company as per the criteria laid down by the Nomination and Remuneration Committee.
c. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Corporate Social Responsibility (CSR) Committee is duly constituted in accordance with to the provision of Section 135 of the Companies Act, 2013. During the year under review, the CSR Committee met two times viz. on July 8, 2023 and November 8, 2023;
The composition of CSR Committee as on March 31, 2024, and the number of meetings attended by each member during the year 2023-24 are as follows:
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings entitled to attend / attended
|
Mr. Tapan Ghose
|
Chairman
|
Chairman and Managing Director
|
2/2
|
Ms. Raghu Thammannashastri
|
Member
|
Whole-Time Director
|
1/1
|
Mr. Bhargav Chatterjee
|
Member
|
Non-executive, Independent Director
|
2/1
|
*Mrs. Sonu Agarwal ceased to be member of the Committee w.e.f. 07.07.2023.
**Mr. Raghu Thammannashastri, appointed as a member of the Committee w.e.f. 19.07.2023.
The Corporate Social Responsibility Committee has been constituted in order to support initiatives in the field of health, safety, education, infrastructure development, environment, relief and assistance in the event of a natural disaster, livelihood support, animal welfare and contributions to other social development organizations and also through collaborations with several Trusts and NGOs in accordance with the provisions of Section 135 of the Companies Act, 2013
17. AUDITORS:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the auditors of the Company, M/ s Mansaka Ravi and Associates, Chartered Accountants (FRN No. 015023C) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held November 30, 2021. The audit report for FY 2023-24 is unmodified, i.e., it does not contain any qualification, reservation, or adverse remark.
COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had on the recommendation of the audit committee, appointed M/ s Y R Doshi & Associates, Cost Accountant (Firm Registration No. 000003), to audit the cost accounts of the Company for the F.Y. 2023-24 at a remuneration of Rs. 45,000/-
For the Financial Year 2024-25, M/s Y R Doshi, Cost Accountant has again appointed as a cost auditor, to audit the cost accounts of the Company at a remuneration of Rs. 75,000/- plus applicable tax, reimbursement of out-of-pocket expenses, subject to ratification by the shareholders at ensuing AGM. Accordingly, a resolution seeking Members' ratification for the remuneration payable to Cost Auditors is given in the notice. The Company is in compliance with maintenance of cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013, and Rule 8(5)(ix) of Companies (Accounts) Rules].
SECRETARIAL AUDITORS:
During the year under review the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, was not applicable to the Company. But the same is applicable to the company for Financial Year 2024-25 and Board has appointed Ritu Somani & Associates, Practicing Company Secretary as a Secretarial Auditor of the Company for Financial Year 2024-25.
INTERNAL FINANCIAL CONTROL:
The Company has appointed internal auditor as per section 138 of the Companies Act 2013. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, and accounting procedures at all locations of the Company and strives to maintain a high standard of Internal Financial Control.
18. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:
Pursuant to Section 143(12) of the Companies Act, 2013, during the year under review there were no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3)(ca) of the Companies Act, 2013.
19. VIGIL MECHANISM POLICY:
The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, it has built-in and set up the Vigil Mechanism, under this mechanism all the employees and Directors of the Company are eligible to make disclosures in relation to matters concerning the Company.
We affirm that during the year under review, no employee or Directors were denied access to the Audit Committee. The Vigil Mechanism Policy is available on the website of the Company at www.prostarm.com
20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:
Pursuant to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Act. The Policy on Corporate Social Responsibility is available on the website of the Company at www.prostarm.com
The Annual Report on CSR activities is annexed as "Annexure B" and forms part of this report.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review Company did not provide any loan guarantee or investments under Section 186 of the Act.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Related Party Transactions entered during the financial year were in the ordinary course of the business and on arm's length basis and the same are reported in the Notes to the Financial Statements. No Material Related Party Transactions were entered during the year by your Company. The policy on Related Party Transactions as approved by the Board is available on the Company's website at www.prostarm.com
Accordingly, disclosures of Related Party Transactions as required under Section 134(3) of the Act, in form AOC-2 is annexed as "Annexure C" to this report.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to the conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure D" and forms part of this Report.
24. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.
25. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company or will have bearing on company's operations in future.
26. RISK AND AREAS OF CONCERN:
The major risks faced by your Company are on account of volatility in the prices of its raw materials and foreign exchange rates. The Company has laid down a well-defined Risk Management Policy to mitigate its risks, covering risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is carried out by the employees designated by Board to identify, evaluate, manage and monitor both business and non-business risks. In this regard, your Company continues to exercise prudence in its inventory control and hedging policies. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
27. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standard-1 (For meetings of Board of Directors and Committees) and Secretarial Standard-2 (For General Meetings).
28. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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 the Rules there under.
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The Company did not receive any complaints of sexual harassment during the financial year 2023-24.
29. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No such application has been filed by the Company or against the Company.
30. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the continuous cooperation, assistance and support extended by all stakeholders, Government Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers, Consultants, Solicitors and Shareholders of the Company. Your Directors also acknowledge and appreciate the contribution made by dedicated and loyal employees
For and on behalf of Board of Directors Prostarm Info Systems Limited
Tapan Ghose Ram Agarwal
Chairman & Managing Director Whole Time Director & CEO
(DIN: 01739231) (DIN: 01739245)
Date: 17.09.2024 Place: Navi Mumbai
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