Dear Members/ Shareholders,
Your Directors are pleasured to present the 10TH ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2023-24 ended 31st March, 2024.
1. Financial Results:
(Rs. in Lakh)
Particulars
Operating Profit (Before
Interest & Depreciation)
Less: Finance Cost
Profit before Depreciation
Less: Depreciation and amortization expenses
Profit before Tax
Less: Current Tax
Less/(Add): Deferred Tax
Liability/(Asset)
Less/ (Add): Short provision of earlier years
Profit after Tax
There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2024 and date of this report.
2. Dividend:
With a view to conserve the resources, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review.
3. Operations: Standalone
For the year ended March 31, 2024 the Company?s total revenue stood at Rs. 6883.40 lakh indicating 37.10% increase from that of FY 2022 - 23.
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) for the year was increased from Rs. 1181.46 lakhs and reached to Rs. 1657.40 Lakhs indicating increase of 40.28%. This reflects a robust operational performance and every increasing growth of the Company.
Further, EPS also increased from Rs. 5.90 to Rs. 7.61 registering the growth of 28.98% even after increase in capital during the financial year.
Consolidated
For the year ended March 31, 2024 the Company?s total revenue stood at Rs. 6955.34 lakh indicating 38.54% increase from that of FY 2022 - 23.
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) for the year was increased from Rs. 1182.78 lakhs and reached to Rs. 1657.45 Lakhs indicating increase of 40.13% This reflects a robust operational performance and every increasing growth of the Company.
Further, EPS also increased from Rs. 5.90 to Rs. 7.56 registering the growth of 28.13% even after increase in capital during the financial year.
4. Reserves:
Your Company does not propose to transfer any amount to general reserve.
5. Share Capital Of The Company:
5.1 INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY
The Authorized Equity Share Capital of the Company has been increased to Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs. 10 each. This increase was approved through the necessary resolution passed at the Extra Ordinary General Meeting held on July 7, 2023, in accordance with the provisions of the Companies Act, 2013.
5.2 INCREASE IN PAIDUP CAPITAL OF THE COMPANY
(A) Bonus Issue Of Equity Shares In Proportion Of 15:1
The Company has issued Bonus Shares in the ratio of 15 Equity Shares of Rs. 10/- each for every 1 existing Equity Share of Rs. 10/- each held after passing the necessary resolution at the Extra Ordinary General Meeting held on 7th July, 2023.
(B) Initial Public Offer
During the financial year under report, the Company came out with an Initial Public Offer of 48,00,000 Equity Shares of the Face Value of Rs. 10 each at an issue price of Rs. 75/- per share (including premium of Rs. 65/- per share). Your Directors are pleased to inform that the Company attracted record high SME IPO subscription of over 178 times, worth over 4276.43 crores against the issue size of Rs. 36.00 crores.
The Company?s Equity Shares are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from March 18, 2024.
6. Conversion Of Company into Public Company:
The Company after considering the expansion of the business activities and looking to the potential opportunities, converted the Company into Public Company after passing the necessary resolution at the Extra Ordinary General Meeting held on 21st July, 2023. The Company received fresh Certificate of Incorporation consequent upon conversion to Public Limited Company dated 28th July, 2023.
7. Alteration Of Object Clause Of Memorandum Of Association:
The Company amended the Object Clause of Memorandum of Association in order to bring them in line with the existing activities being undertaken by the Company after passing the necessary resolution at the Extra Ordinary General Meeting held on 13th September, 2023.
8. Listing on NSE Emerge
The Board of Directors of your Company had, in its meeting held on August 16, 2023 accorded to create, offer, issue and allot equity shares of an aggregate number up to and not exceeding 50,00,000 (Fifty Lakhs Only) Equity Shares at a price as may be decided by the Board of Directors in consultation with Book Running Lead Manager via Initial Public Offer. The Shareholders had accorded their consent for the said issue via Special Resolution passed on September 9, 2024 at their Extra Ordinary General meeting
The Company applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing of its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited had, vide its letter dated February 1, 2024 granted In- Principle Approval to the Company.
The Company had filed Prospectus to the Registrar of the Company, Ahmedabad on March 14, 2024. The Public Issue was opened on March 11, 2024 and closed on March 13, 2024. Anchor Investor Bidding date was March 6, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and Merchant banker in consultation with the NSE. The Company had applied for listing of its equity shares to NSE and it had granted its approval vide its letter dated March 18, 2024. The trading of equity shares of the Company commenced on March 18, 2024 at Emerge Platform of NSE.
Further The Board of Directors of your company had, in its meeting held on March 14, 2024 allotted 48,00,000 Equity Shares of the Company of face value of Rs. 10/- at an issue price of Rs.75 each including premium of Rs. 65 per share aggregating to Rs. 36,00,00,000/- (Rupees Thirty Six Crores only).
9. Utilisation of IPO Proceeds:
The Company raised funds of 3600 Lakhs through Initial Public Offering ("IPO").
The gross proceeds of IPO have been utilized in the manner as proposed in the Prospectus, the details of which are as under:
(Rs. In Crores)
Sr. No.
Original Object
2.
Purchase of Machinery/ Equipment
Total
10. Directors & Key Managerial Personnel:
The Company has following KMP and board of directors as at 31/03/2024:
2
Nayankumar Manubhai Pansuriya
Whole-time Director#
* Change in Designation from Director to Chairman & Managing Director w.e.f. 16th August, 2023
# Change in Designation from Director to Whole Time Director w.e.f. 16th August, 2023
During the year Mr. Abhaya Pada Sarangi (DIN 10139592), Mr. Mehul Nanjibhai Thummar (DIN: 10211744) and Mrs. Garima Rajput (DIN: 10192459) were appointed on the board of directors of the company.
Mr. Yogesh Vasantbhai Joglekar was appointed as Chief Executive Officer and Ms Bhavasthi Rahul Mehta was appointed as Company Secretary and Compliance officer of the company.
None of the director has resigned during the year under review.
Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Nayankumar M. Pansuriya will retire by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends his appointment.
Evaluation of the Board?s Performance:
During the financial year under report, exercise of evaluation was carried out through a structured evaluation process covering various aspects of the Board?s functioning such as composition of the Board & Committee(s), experience & competencies, performance of specific duties & obligations, governance etc. Separate exercise was carried out to evaluate the performance of each individual Director including the Board?s Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders? interest etc. The evaluation of the Independent Directors was carried out by the entire Board excluding Independent Directors and that of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. This may be considered as a statement under provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. The Board of your Company is composed with proper number of Executive and Non Executive Directors.
Statement of Declaration given by Independent Directors
The Company has received necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors. The Independent Directors have also confirmed that they have registered themselves with the Independent Director?s
Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company.
11. Managerial Remuneration:
The overall Managerial Remuneration provided during the year is as per the limit as prescribed in Section 197 read with Schedule V of the companies Act, 2013
12. Number of Meetings of Board of Directors
The Board of Directors duly met 23 times during the financial year under review on:
13. Directors? Responsibility Statement:
Pursuant to the requirement of Section 134(3(c) read with section 134(5) of the Companies Act, 2013, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) that 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 31st March, 2024 being end of the financial year 2023-24 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for 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;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(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. In the view of the management, the internal financial controls are laid down in such a manner that it takes care of the expenses, fixed assets, revenues. Such that overall finance of the company is being taken care of. In the view of the directors of the company, such internal financial controls are adequate.
(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.
With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.
14. Internal Financial Control And Its Adequacy:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company?s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
15. Remuneration Policy:
The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy has been approved by the Nomination & Remuneration Committee and the Board. The policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees can be accessed on website of the Company.
Brief profile of the Directors being appointed /re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the Notice for the forthcoming AGM of the Company.
16. Management Discussion And Analysis Report
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure D
17. Personnel And H. R. D.:
INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.
The number of Employees of the Company is 393. The relationship between average increase in remuneration and Company?s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.
18. Particulars of Employees:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-G
19. Related Party Transaction :
Details of Related Party Transactions covered under the provisions of Section 188 of the Companies Act, 2013 is given in the notes No. 32 to the Financial Statements attached to the Directors? Report.
The transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm?s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions. Form AOC-2 containing the details of the related party transaction details is enclosed here as Annexure-B
20. Details of Loans, Guarantees, Investment & Securities Provided:
During the year under review, the company has given loan to Pipeflow Integrity Private Limited which can be reviewed in note no. 21 to the financial statement and the company has increased its investment in Pipeflow Integrity Private Limited from 75000 equity shares to 78000 equity shares in compliance with the provisions of section 186 of the Companies Act, 2013 which can be viewed in note no. 14 of the
Financial Statements attached to the Directors? Report. However, no guarantee is provided under section 186 of the Companies Act, 2013.
21. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:
The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, are reported in Annexure-A
22. Corporate Social Responsibility (CSR):
As per Section 135(9) of the Companies Act, 2013 if the amount to be spent by a company under section 135(5) of the Companies Act, 2013 does not Rs. 50.00 lakh, then the requirement under 135(1) of the Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee is not be applicable and the functions of such CSR Committee as provided under section 135 of the Companies Act, 2013 shall, be discharged by the Board of Directors the Company. Accordingly, the functions as entrusted under section 135(3) of the Companies Act, 2013 have been discharged by the Board of directors of the company.
The Company was required to spend Rs. 11.59 Lakh towards CSR during the year 2023-24 and that the company has spent the amounts of Rs 11.75 Lakh towards compliance with the CSR.
As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as
Annexure E.
23. Secretarial Auditor and their Report:
Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Viral A. Garachh, Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure F to this Report.
24. Annual Return:
The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.prathamepc.com
25. Audit Committee:
The Board of Directors has constituted Audit Committee consisting of the following:
26. Vigil Mechanism:
The company has a whistle blower policy and has established the necessary Vigil Mechanism in confirmation with section 177(9) of the companies Act, 2013 for effective and smooth functioning of Company. All the Board Members and Senior Management personnel have affirmed compliance with the policy of Vigil Mechanism.
27. Nomination And Remuneration Committee:
The Company has also set up a Remuneration Committee of Directors, consisting of:
The Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.
The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of Directors of the remuneration paid to the Directors. The Committee meets as and when required to consider remuneration of Directors.
28. Stakeholders? Relationship Committee:
The Board has constituted a Stakeholders? Relationship Committee for the purpose of effective Redressal of the complaints and concerns of the shareholders and other stakeholders of the Company.
The Committee comprises the following Directors as members as on the date of the Report:
3. Mr. Nayankumar M. Pansuriya Member
The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on date.
Ms. Bhavasthi Mehta, Company Secretary is the Compliance Officer for the above purpose.
29. Auditors:
M/s V C A N & Co. (FRN: 125172W), Chartered Accountants, Ahmedabad were appointed as a Statutory Auditor of the Company at the 9th Annual General Meeting until conclusion of 14th Annual General Meeting of the members of the Company The Auditors? Report for the financial year ended on March 31, 2024 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013
The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.
30. Deposits:
The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
31. Subsidiaries/ Associates/ Jvs:
Pipeflow Integrity India Private Limited is subsidiary Company of Pratham EPC Projects Limited.
The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report and is given by way of form AOC-1 in Annexure-C.
The Company has prepared Consolidated Financial Statements of the Company and its associate and is included in the Annual Report.
Apart from this, the Company has no other Subsidiaries/ Associates/ Jvs.
32. Risks Management Policy:
The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.
33. Corporate Governance Report:
As per regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:
? Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
? Listed entity which has listed its specified securities on the SME Exchange.
Since, during the period under the review (i.e. FY 2023-24), our company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.
34. Code of Conduct:
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.
35. Significant and Material Orders Passed by the Regulators or Courts or Tribunals:
There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.
36. Environment And Safety:
The Company is conscious of the importance of environmentally clean and safe operations. The Company?s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
37. Disclosures under Sexual Harassment of Women at workplace (Prevention,
Prohibition & 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.
38. Instances of Fraud, if any reported by the Auditors:
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
39. Secretarial Standards:
The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.
40. Details of Proceedings Under IBC & OTS, If Any:
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one time settlement with any Bank or Financial Institution.
41. Disclosure of Accounting Treatment:
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
42. Disclosure of Maintenance of Cost Records:
Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
43. Dematerialisation of Equity Shares:
Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE0QA601016.
44. Acknowledgement:
Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation. Your Directors also place on record their grateful appreciation and co-operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.