To
The Members,
Adarsh Plant Protect Limited,
Your Directors have pleasure in presenting 31th Annual Report together
with the Audited Statement of Accounts of the Company for the financial year ended 31st
March 2023.
Financial Results
The Summary of the financial performance of the Company for the year ended 31st
March, 2023 compared to the previous year is as below:
(Rs. in Lakhs)
Sr. No Particulars |
2022-23 |
2021-22 |
1 Turnover |
1,720.29 |
1,711.51 |
2 Other Income |
1.76 |
2.57 |
3 Total Income |
1,722.05 |
1,714.08 |
4 Profit/(Loss) Before Depreciation, Interest and Tax |
42.23 |
34.13 |
Less/Add: Interest Expenses |
20.75 |
18.92 |
Depreciation and Amortization |
7.60 |
4.81 |
5 Profit/(Loss) Before Taxation |
13.87 |
10.39 |
6 Income Tax |
- |
- |
7 Profit /(Loss) After Taxation |
13.87 |
10.39 |
8 Prior year's Expenses |
- |
- |
9 other Comprehensive income |
- |
- |
10 Profit/(Loss) for the year |
13.87 |
10.39 |
Current Year's Performance
Your Company's turnover for the year is Rs. 1720.29 Lakhs as against Rs. 1711.51 Lakhs
in the preceding year. Profit for the year stands at Rs. 13.87 Lakhs compared to previous
year's Rs. 10.39 Lakhs. Your Company is continuously thriving to achieve targets set by
the management.
Dividend
In view of the comparatively less profit for the year ended 31st March, 2023 and
accumulated losses, the Board of Directors has not recommended any dividend for this year.
Transfer To Reserves
The Board of Directors has decided to retain the entire amount of profit for the
Financial Year 2022-23 in the Statement of Profit & Loss.
Share Capital
The paid up Equity Share Capital as on March 31, 2023 was Rs. 991.15 Lakhs comprising
9911500 equity shares of Rs.10/- each. During the year under review, the Company has not
issued shares with differential voting rights, granted stock options and Sweat Equity.The
Company has not bought back any of its securities during the financial period under
review.
Nature Of Business Of The Company
There has been no change in the nature of business of the Company.
Board Of Directors & KMP
Mr. Naishadkumar N. Patel will retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment.
We wish to inform with profound grief that your Company's Independent Director Late Mr.
Lalji B. Darji (DIN: 00229677) has been expired on 22nd January, 2023
Pursuant to the approval of shareholders at Extra Ordinary General Meeting of the
Company held on 01st April, 2023 Mr. Bipinkumar Sureshbhai Thakkar (DIN: 10044474) &
Mr. Vipul Harshadbhai Raval (DIN: 10044523) were appointed as Non-executive Independent
Directors of the Company for the term of 5 years.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013.
None of the Directors of the Company are disqualified from being appointed as Directors
as specified in Section 164 of the Companies Act, 2013.
The annual evaluation of all Directors, Board as whole and committees was conducted
based on the criteria and framework set by the Board.
The details of programs for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the Industry in which the
Company operates, business model of the Company and related matters and familiarization
programs attended by Independent Directors are put up on the website of the Company.
Number Of Meetings Of Board Of Directors
The Board met four times during the financial year 2022-2023 on 18th May, 2022, 10th
August, 2022, 12th November, 2022 and 13th February, 2023. Directors attending the
meeting actively participated in the deliberations at these meetings. The intervening gap
between any two meetings was within the period prescribed under the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More
details of the Board meetings have been provided in the Report on Corporate
Governance'.
Committees Of The Board
The Company has constituted various Committees pursuant to the requirements of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act,
2013. Presently, the Company has following Committees of the Board in place,
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Share Allotment and Transfer Committee
The details with respect to the composition, powers, roles, terms of reference, etc. of
these Committees are given in the Report on Corporate Governance' of the Company
which forms part of this Annual Report.
Directors Responsibility Statement
Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013,
Directors of your Company hereby state and confirm that:
(a) In the preparation of the annual accounts for the year ended on 31st March, 2023,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;
(b) The Directors had 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 and loss of the Company for that period;
(c) 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;
(d) The Directors had prepared the Annual Accounts on a going concern basis; and
(e) The Directors, as in the case of a Listed Company, had laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(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.
Corporate Governance
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Companies Act, 2013, a separate section on Corporate Governance together with a
certificate from the practicing Company Secretary confirming compliance is set out in the
Annexure forming part of this report along with Management Discussion and Analysis Report
forms part of this Report.
Code Of Conduct
Your Company has formulated Code of Conduct for its Directors, Senior Management and
the Employees of the Company. All the Directors, Senior Management and the Employees have
complied with this Code for the Financial Year 2022-23. A declaration for compliance with
this Code of Conduct has been given by Managing Director of the Company and such
declaration forms part of this report.
Auditors And Auditor's Report
a. Statutory Auditor:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s. Rajani Shah & Co, Chartered Accountants,
Anand (ICAI Firm Registration No. 121126W) the Statutory Auditors of the Company
have been appointed for a term of 5 years from conclusion of 28th Annual
general meeting till the conclusion of 33rd Annual general Meeting. The Company
has received a confirmation from the said Auditors that they are not disqualified under
Section 141 of the Companies Act, 2013 and the Rules framed there under, for being
appointed as Auditors of the Company. As required under Regulation 33(1 )(d) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have
also confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India to hold the office as Auditors of the Company.
The remarks/ comments referred to in the Auditors' Report for FY 2022-23 are
self-explanatory and do not call for any clarifications or comments by the Board of
Directors.
b. Secretarial Auditor:
According to the provision of Section 204 of the Companies Act, 2013 and Regulation 24A
of Securities and Exchange Board of India (LODR) Regulations 2015, the Board has appointed
Mr. D. G. Bhimani, Practicing Company Secretary for Secretarial Audit for the Financial
Year 2022-23.
The Secretarial Audit Report is annexed herewith as Annexure-1.
Insurance
All the properties of the Company have been insured properly and the Company has taken
necessary general insurance.
Extract of the Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31st March, 2023 is available on the Company's website i.e.
www.adarshplant.com
Details of Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Associate or Joint Venture Company.
Material Changes and Commitment Affecting the Financial Position of the Company
There have been no material changes and commitments, affecting the financial position
of the Company during the last financial year.
Deposits
Company has not accepted any deposits under the meaning of Section 73 of the Companies
Act, 2013 and rules made there under.
Loans, Guarantees or Investments
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
Conservation Of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
The particulars as prescribed in section 134(3)(m) of the Companies Act 2013 read with
the Companies (Accounts) Rules 2014, are enclosed herewith as Annexure - 2.
Policy On Directors, Kmp's Appointment And Remuneration
The policy of the Company on Directors' and KMPs' appointment and remuneration,
including criteria for determining qualifications, independence of Director and other
matters provided under Section 178 sub-section 3 of the Companies Act- 2013 and the same
can be found on website of the Company www.adarsholant.com.
Vigil Mechanism
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 your Company has
established a vigil mechanism to be known as the Whistle Blower Policy' for its
Directors and employees, to report instances of unethical behavior, actual or suspected,
fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide
adequate safeguards against victimization of whistle blower who avails of the mechanism
and also provide direct access to the Chairman of the Audit Committee, in appropriate or
exceptional cases. The Vigil Mechanism Policy has been uploaded on the website of the
company www.adarsholant.com.
There have been no cases of frauds reported to the Audit Committee/Board during the
year 2022-23 under review.
RISK MANAGEMENT
The Board of Directors has put Risk Management framework to eliminate or sustain
various risks like competition, severe price rise of raw materials, different policies of
Government etc. Your Board of Directors review Risk Management framework from time to
time.
Prevention Of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated persons of the Company.
The Code requires pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company's shares by the Directors and the designated persons while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. Board of Directors and all the
designated persons have complied with the Code.
Contracts and Arrangement with Related Party
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto has been disclosed
in Form No. AOC -2 and is annexed herewith as Annexure - 3.
Particulars of Employees
There is no information to be provided pursuant to Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be
provided to the requesting member on request by member of the Company as prescribed in
second proviso of Rule 5 of Companies (Appointment and Remuneration) Rules, 2014.
Disclosure Under Section 197(12) And Rule 5(1) Of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
Salary is not paid to the Managing Director and increase / decrease in salary for KMPs
forms part of this report
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed to this Report.
Internal Control System and Its Adequacy
The Company has an Internal Control System, commensurate with the size, scale and
nature of its operations. Your Company has adopted policy for the same. Internal Audit
findings and recommendations are reviewed by the Management and Audit Committee of the
Board of Directors.
Audit Observations and Explanation or Comments By The Board
There were no qualifications, reservations or adverse remarks made either by the
Auditors or by the Practicing Company Secretary in their respective reports.
Compliance of Secretarial Standards
The Company has complied with the applicable Secretarial Standards as issued by the
Institute of Company Secretaries of India.
Material Changes and Commitments
There have been no material changes and commitments affecting the financial position of
the Company, which have occurred between the end of the Financial Year and date of this
report.
Reporting of Frauds
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of
the Companies Act, 2013 and Rules framed there under.
Disclosure Under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition
And Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women in the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment.
There have been no complaints received during the year.
Details Of Order Passed by The Regulators
There were no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the Going Concern Status and Company's Operation in the future.
Your Directors further state that during the year under review, there were no cases
filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Acknowledgement
Your directors would like to express their sincere appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities,
Customers, Vendors, Advisers, Auditors and Members during the year under review.
Your directors also wish to place on record their deep sense of appreciation for the
committed services by the Company's executives, staff and workers.
By Order of the Board of Directors For Adarsh Plant Protect Limited
|
Naishadkumar N. Patel |
Place: Vitthal Udyognagar |
Chairman |
Date: 29th April, 2023 |
DIN: 00082749 |
|