Pursuant to Section 129(3) of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014,
Dear Members,
Your Directors have pleasure in presenting their 64th Annual Report on the business and operations of your Company together with the Audited Accounts for the Financial Year ended 31st March, 2024.
1. FINANCIAL AND OPERATIONAL RESULTS
A. Financial results (Standalone)
Financial and Operational Results of the Company for the Financial Year ended 31st March, 2024 as compared to the previous financial year, is summarized as herein below:
B. Financial results (Consolidated)
2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
There are 2 subsidiaries - Techstar India Ltd (India), LARambla Lifestyle Private Limited (India) during F.Y. 202324, wherein the Company holds 100% of the paid up equity share capital. The Report on the performance and Statement containing salient feature of Financial Statement of aforesaid subsidiary company is separately attached with this Annual Report in Form No. AOC-1. In accordance with Section 136 of Companies Act, 2013 the Financial Statements of the Company including the Consolidated Financial Statements related to its
subsidiary entity are availableat Company's website (www.pbltd.in)
3. DIVIDEND
The Company is focusing on growth and expansion. Hence, your Directors do not recommend dividend for the year under review.
4. SHARE CAPITAL
There are no changes in the Share Capital of the Company during the financial year.
5. TRASNFER TO RESERVES
The Company has transferred losses to Reserves in Financial year 2023-24.
6. DEPOSITS
Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the Financial Statement.
8. 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 which have occurred between 31st March, 2024 and the date of this report other than those disclosed in this report.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operations
10. DETAILS OF REMUNERATION TO DIRECTORS
Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 has been appended as ANNEXURE - I
11. EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as ANNEXURE - II and also provided on the website of the Company www.pbltd.in
12. AUDITORS Statutory Auditors
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, M/s. Jain Vinay & Associates, Chartered Accountants (Firm Registration No. 006649W), be and are hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held in the year 2025.
Further as required under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Auditor have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
13. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK & Associates LLP, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25.
The Report of the Secretarial Auditor is annexed herewith as ANNEXURE III and forms an integral part of this Report.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as ANNEXURE IV.
15. BOARD OF DIRECTORS
The Board of Directors of the Company is duly constituted as per the provisions of the Companies Act, 2013 & applicable provisions, rules & regulations of SEBI (LODR) Regulations, 2015, during the year 2024-25.
16. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015.
17. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.
18. POLICIES ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act forms part of Corporate Governance Report. Gist of this policy is given in ANNEXURE - V to this report. The detailed policy is available on the Company's website www.pbltd.in.
19. EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder, Regulation 17(10) of the Listing Regulations and guidance note issued by SEBI, the Independent Directors of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committeeand noted in turn by the Board.
20. BOARD COMMITTEES
Your Company has following Committees of Board,viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance' forming part of the Annual Report.
21. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors' Responsibility Statement, your Directorshereby confirm that:
• in the preparation of the annual accounts, the applicable accounting standards have been followed;
• appropriate accounting policies have been selected and applied consistently and estimates and judgments made 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 loss of the Company for that period;
• proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
• the annual accounts have been prepared on a going concern basis; and
• proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. RISK MANAGEMENT AND INTERNAL CONTROLS
The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.
23. REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under regulation 34 of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.
24. BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on the Company's policies and strategy apart from other Board matters.
During the financial year 2023-24, 6 (Six) boardmeetings were held on 30.05.2023, 07.06.2023, 14.08.2023,
07.09.2023, 14.11.2023 and 14.02.2024. The gap between the two board meetings did not exceed 120 days.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details relating to nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are as follows: N.A
26. RESEARCH & DEVELOPMENT
During the year the Company has not conducted any Research & Development activity.
27. TECHNOLOGY ABSORPTION, ADAPTATIONAND INNOVATION
Efforts are being made towards Technology adaption and innovation. The Company at present does not have any formal technical collaboration.
28. FOREIGN EXCHANGE EARNINGS AND OUTGO
29. LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd.
30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. During the financial year 2023-24, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT POLICY
Constitution of POSH Committee:
The following is summary of sexual harassment complaints received and disposed off during the calendar year:
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.
33. ACKNOWLEDGEMENTS
The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the company for their ongoing support. The Directors also place on record their sincere appreciation for the continued support extended by the Company's.
34. 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 at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the Company's website www.pbltd.in. stakeholders and trust reposed by them in the Company.
The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year.