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Directors Report of Power and Instrumentation (Gujarat) Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting 41st Annual report on the affairs of the Company together with the
Audited Financial Statements for the year ended on March 31, 2025.
FINANCIAL HIGHLIGHTS:
The financial performance of the Company is summarized below;
|
Particulars |
Standalone |
Consolidated |
||
|
For the year ended |
For the year ended |
For the year ended |
For the year ended |
|
|
Gross Total Income (Includ¬ |
17,128 |
9,889 |
17,128 |
9,889 |
|
Total Income |
17,128 |
9,889 |
17,128 |
9,889 |
|
Profit / (Loss) before Depre¬ |
1,959 |
1,236 |
1,959 |
1,236 |
|
Less: Depreciation/ Amorti- |
25 |
22 |
25 |
22 |
|
Less: Interest |
338 |
441 |
338 |
441 |
|
Profit / (Loss) Before Tax |
1595 |
773 |
1595 |
773 |
|
Less: Current Tax |
441 |
183 |
441 |
183 |
|
Less: MAT Credit |
- |
- |
- |
- |
|
Add: Deferred Tax |
(21) |
1.00 |
(21) |
1.00 |
|
Net Profit / (Loss) After Tax |
1,175 |
589 |
1,175 |
589 |
|
Other Comprehensive In¬ |
(20) |
3.00 |
(20) |
3.00 |
|
Total Comprehensive In¬ |
1,155 |
592 |
1,156 |
593 |
Your Company has earned a Profit After Tax (PAT) of Rs. 1,175 Lakhs in the financial year 2024-25 as compared
to PAT of Rs. 589 Lakhs in the previous financial year 2023-24 which achieved 99.58 % growth in the year under
review.
⢠Consolidated Operating Results:
During the year under review, the consolidated Total Revenue of your company has increased to Rs. 17,128 Lakhs
for the financial year 2024-25 from Rs. 9,889 Lakhs for the previous financial year 2023-24 registering a growth
of 73.20 % in the year under review.
Your Company has earned Profit After Tax (PAT) of Rs. 1,175.22 Lakhs in the financial year 2024-25 as compared
to PAT of Rs. 588.86 Lakhs in the previous financial year 2023-24 which achieved 99.58 % growth in the year
under review.
The Board of Directors is satisfied with the Financial Performance of your Company and assures that all
necessary actions will be initiated for further increasing the income and profitability of the Company in the
years to come.
DIVIDEND:
The Board of Directors of the Company, in its Meeting held on September 02, 2025 recommended a dividend of Re.
0.20/- (Rupee Twenty paisa only) (2%) per Equity share of Rs. 10/- each for the financial year ended on March 31,
2025 (previous year Re. 0.20/- per Equity Share), subject to approval of Members in the ensuing Annual General
Meeting.
The Final Dividend, subject to approval of Members at the Annual General Meeting on September 27, 2025, will be
paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record
Date of the Company for the purpose of 41st AGM and Payment of Final Dividend.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed
by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to
deduction of income tax at source. Your Company shall, accordingly, make the payment of the Final Dividend
after deduction of tax at source.
The Record date for the purpose of the final dividend for the financial year ended March 31, 2025, is September 19,
2025.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under 2024-25, the Company was not required to transfer the equity shares/unclaimed dividend
to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies
Act, 2013.
Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current
year''s classification / disclosure.
The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND
AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual
Report and Accounts.
State Of Company Affairs:
⢠Standalone Operating Results:
During the year under review, the Standalone Total Revenue of your Company is increased to Rs. 17,128 Lakhs for
the financial year 2024-25 from Rs. 9,889 Lakhs for the previous financial year 2023-24 registering a growth of
73.20 % in the year under review.
|
Sr. No |
Financial year |
Date of Decla¬ |
Dividend per Equity |
Due Date for trans¬ |
Amount not paid/ (After TDS Deducted) |
|
1. |
2022-23 |
29/09/2023 |
0.20 |
29/10/2030 |
13,154.40 |
|
2. |
2023-24 |
30/09/2024 |
0.20 |
30/10/2031 |
74,471.60 |
TRANSFER TO RESERVES:
There is no amount proposed to be transferred to the
Reserves.
CHANGE OF REGISTERED OFFICE:
During the year under review, there was no change in
the registered office address of the Company.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the
business of the Company.
PUBLIC DEPOSITS:
During the year under review, the Company did not
accept any deposits from the public within the ambit
of Section 73 of the Companies Act, 2013 (Act), and
the Companies (Acceptance of Deposits) Rules,
2014 (including any statutory modification/s or re-
enactment/s thereof) for the time being in force.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:
During the year, the company has only one joint venture
namely PIGL GEPL JV having its office at F-202 & G-101,
S G Business Hub, Nr. Gota Flyover, S G Highway, Gota,
Ahmedabad- 382470. The Company has 50% share
in profits of PIGL GEPL JV. The Company does not have
any Subsidiary, and associate company.
A statement containing the salient features of financial
statement of our joint venture in the prescribed format
AOC-1 is appended to the financial statements of the
Company.
SHARE CAPITAL:
⢠Authorised Share Capital:
The Authorized share capital of the Company is Rs.
22,00,00,000 (Rupees Twenty Two Crore only) divided
into 2,20,00,000 equity shares of Rs.10/- each.
⢠Issued, Subscribed and Paid up Capital:
The Issued, Subscribed and paid Up Capital of the
Company is Rs. 17,48,29,000/- divided into 1,74,82,900
equity shares of Rs.10/- each.
During the financial year 2024-2025, the Company
has issued and allotted 34,39,000 Equity Shares of Rs.
10/- at a premium Rs. 73.75/- as on September 21, 2024
aggregating to Rs. 28,80,16,250/- (Rupees Twenty Eight
Crores Eighty Lakhs Sixteen Thousands Two Hundred
Fifty only), to persons belonging to Non-Promoter
category on Preferential Basis. The said shares are
listed and traded on both the stock exchanges i.e. BSE
Limited and NSE w.e.f. December 18, 2024.
The Company has issued and allotted 50,96,000
Convertible Warrants on preferential basis at an issue
price of Rs. 83.75/- per Warrant (to be converted into
equivalent number of fully paid up equity shares of
face value of Rs. 10/- each at a premium of Rs. 73.75/-
each) as on September 21, 2024. In terms of allotment
of 50,96,000 convertible warrants, the Company had
received the subscription money of Rs. 10,66,97,500/-
being 25% of consideration at Rs. 83.75/- of each
warrant. The company has issued/allotted 14,10,000
equity shares of face value of Rs. 10/- (at a premium
of Rs. 73.75/-) each pursuant to conversion of 14,10,000
convertible warrants (out of total 5096000 convertible
warrants) in to equal number of equity shares. The
Company has received trading approval after the end
of the financial year.
STATEMENT OF VARIATION AND DEVIATION
The Objects for which funds have been raised and where there has been a deviation, in the following table:
(Rs. In lakhs)
|
Original Object |
Modified |
Original Alloca¬ tion |
Modified |
Funds Utilised |
Amount of |
Remarks if Any |
|
For funding current/future |
N.A. |
2,880.16 |
N.A. |
2,880.16 |
NIL |
Amount received allotment of Equi¬ |
|
For funding current/future |
N.A. |
1066.98 |
N.A. |
1066.98 |
NIL |
Amount received allotment of |
|
For funding current/future N.A. |
N.A. |
345.47 |
N.A. |
345.47 |
NIL |
Amount received consideration of |
|
Original Object |
Modified |
Original Alloca¬ tion |
Modified |
Funds Utilised |
Amount of |
Remarks if Any |
|
For funding current/future |
N.A. |
157.03 |
N.A. |
157.03 |
NIL |
Amount received consideration |
|
For funding current/future |
N.A. |
383.16 |
N.A. |
383.16 |
NIL |
Amount received |
BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
The Board of Directors of the Company has an
optimum combination of Executive, Non-Executive and
Independent Directors. As on the date of this report,
the Board comprises of 6(Six) Directors, out of which
3 are Executive Directors, 1 is Non-executive Director
and 2 are Non-Executive Independent Directors that
includes one Woman Director. The Chairman of the
Board is a non-executive Director.
The Board of Directors duly met 14 (Fourteen) times
on 06/05/2024, 30/05/2024, 08/07/2024, 01/08/2024,
13/08/2024, 03/09/2024, 21/09/2024, 11/11/2024,
23/11/2024, 04/01/2025, 13/02/2025, 19/02/2025,
17/03/2025 and 26/03/2025 during the year. The
Composition and attendance of each Director at the
Board and Annual General Meeting of each Director
is mentioned in corporate governance report which
forms part of this report.
a) Changes in the Board during the year:
Mr. Rucha Daga (DIN: 07993111) resigned from
the office of Independent director of the
company w.e.f. May 06, 2024. Further, Mr. Amit R.
Uttamchandani (DIN: 10278185) was appointed
as an Additional Director of the company w.e.f
May 06, 2024 whose appointment was further
regularized by the shareholders in the extra¬
ordinary general meeting of the company
held on August 05, 2024.
b) Retirement by rotation:
Pursuant to the Provisions of Section 152 read
with Section 149(13) of the Companies Act, 2013
and the Articles of Association of the Company,
Mr. Sumeet Dileep Agnihotri (DIN: 02026337)
is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible,
offered himself for re-appointment. The Board
on the recommendation of the Nomination
and Remuneration Committee recommends
her re-appointment. As required under the SEBI
Listing Regulations, 2015, particulars of Director
seeking reappointment at the ensuing Annual
General Meeting has been given in the notice
of the 41st Annual General Meeting.
c) Declaration by the independent director
The Company has received declarations
from the Independent Directors of the
Company that they meet with the criteria
of independence as prescribed under Sub¬
section (6) of Section 149 of the Companies
Act, 2013 in compliance of Rule 6(1) and (3) of
Companies (Appointment and Qualifications
of Directors) Rules, 2014 as amended from
time to time and there has been no change
in the circumstances which may affect their
status as independent director during the
year and they have complied with the code of
conduct for Independent Directors prescribed
in Schedule IV of the Companies Act, 2013.
During the year under review, the non¬
executive 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 /Committee of the Company.
d) Performance Evaluation
Pursuant to the Provisions of the Companies
Act, 2013 and Regulation 17 of SEBI Listing
Regulations, the Board has carried out
the annual performance evaluation of its
own performance, performance of the
Chairman, the Committees and independent
Directors without Participation of the relevant
Director. The Nomination and Remuneration
Committee of the Board continuously
evaluates the performance of the Board
and provides feedback to the Chairman of
the Board. The independent directors had a
separate meeting on March 29, 2025 without
the presence of any non-independent
directors and management and considered
and evaluated the Board''s performance,
performance of the Chairman and other
non-independent directors and shared their
views with the Chairman. The Board had also
separately evaluated the performance of
the Committees and independent directors
without participation of the relevant director.
e) Key Managerial Personnel
During the Year, Ms. Shefali Kabra, Company
Secretary & Compliance Officer of the
Company had resigned from her post w.e.f.
December 19, 2024. Subsequently, the Board
of Directors at its meeting held on February 13,
2025 and based on the recommendation of
the Nomination and Remuneration Committee
appointed Mr. Maunishkumar Gandhi as the
Company Secretary & Compliance Officer of
the Company w.e.f. December 19, 2024.
As on the date of this report, the following are
the key Managerial Personnel of the company:
Mr. Padmaraj Padmnabhan Pillai- Managing
Director
Mr. Rohit Maheshwari- Chief Financial Officer
Mr. Maunishkumar Gandhi- Company
Secretary
f) Board Committees
As required under the Companies Act, 2013
and SEBI Listing Regulations, 2015, the Board of
Directors has
(1) Audit Committee
(2) Nomination and Remuneration Committee
(3) Stakeholders Relationship Committee
(4) Corporate Social Responsibility Committee
A detailed note on the composition of the
Committees, role and responsibilities assigned
to these Committees etc. are mentioned in the
Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3)(c)
of the Companies Act, 2013 with respect to Directors''
Responsibility Statement, Your Directors confirm that
they have:
(i) followed applicable accounting standards,
along with proper explanation relating to
material departures in the preparation of the
annual accounts for the financial year ended
on March 31, 2025;
(ii) 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 the year under review;
(iii) taken proper and sufficient care 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;
(iv) prepared the annual accounts for the financial
year ended on March 31, 2025 on a going
concern basis;
(v) had devised proper systems to ensure
compliance with the Provisions of all applicable
laws and such systems were adequate and
operating effectively; and
(vi) laid down internal financial controls to be
followed by the Company and that such
internal financial controls are adequate and are
operating effectively.
AUDITORS:
The matters related to Auditors and their Reports are
as under:
a) Statutory Auditors
In the 40th Annual General Meeting (AGM), M/s.
M A A K & Associates (FRN: 135024W), Chartered
Accountants, were appointed as Statutory
Auditors of the Company for tenure of 5 years
of Second term till the conclusion of the Annual
General Meeting to be held in the year 2029.
The Report given by M/s. M A A K & Associates,
Statutory Auditors on the financial statement of
the Company for the year 2024-25 is a part of
the Annual Report.
The report of the Statutory Auditor does not
contain any qualification, reservation, adverse
remark or disclaimer. The observations made
in the Auditor''s Report are self-explanatory and
therefore do not call for any further comments.
During the financial year 2024-25, no frauds
have either occurred or noticed and/or reported
by the Statutory Auditors under Section 143(12)
of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 (as
amended from time to time).
During the year under review, the Auditors have
not reported any matter under Section 143(12) of
the Act and therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
b) Cost Auditor
Pursuant to the provisions of Section 148 of the
Companies Act, 2013 and rules thereof and on
the recommendation of the Audit Committee,
the Board of Directors of the Company has
appointed M/s. Mayur Chhaganbhai Undhad
& Co., Cost Accountants, Ahmedabad (Firm
Registration No.: 103961) as the Cost Auditor
of the Company to audit the cost records of
the Company for the financial year ending at
March 31, 2026. Further, as per Section 148 of the
Companies Act, 2013, the remuneration payable
to the Cost Auditor is placed for ratification/
approval of Members at the 41st Annual General
Meeting.
c) Internal Auditor
The Board of Directors has on the
recommendation of Audit Committee, and
pursuant to the provision of Section 138 of the
Companies Act 2013, has appointed Mr. Harshit
Shah & Associates, as an Internal Auditor of the
Company.
d) Secretarial Auditor
Pursuant to the Provisions of Section 204 of
the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company engaged
theservicesofM/s.VishwasSharma&Associates,
Firm of Practicing Company Secretaries,
Ahmedabad to conduct the Secretarial Audit of
the Company for the financial year ended March
31, 2025. The Secretarial Audit Report for the
financial year ended March 31, 2025 in Form No.
MR - 3 is attached as ''Annexure A'' to this report.
The said report contains certain observation
and qualification which are mentioned here in
under.
The said report contains observation or
qualification which is mentioned as below:
|
Qualification |
Explanation |
|
During the year, the |
The management has clar- |
|
company failed to lock |
ified that, due to inadver¬ |
|
in the pre-preferential |
tence, there was delay in |
|
holding from the rele- |
lock in pre preferential hold- |
|
vant date up to a pe- |
ing of the allottee and upon |
|
riod of 90 trading days |
receipt of knowledge of pre |
|
from the date of Trad- |
preferential holding of the |
|
ing approval of one al- |
allottee, the Company has |
|
lottee and received an |
initiated the Lockin of the |
|
advisory letter dated |
said pre-prefrential shares |
|
November 11, 2024 from |
and the shares have been |
|
the SEBI for violation of |
locked in as per the require- |
|
Regulation 167(6) of Se- |
ment of Regulation 167(6) of |
|
curities and Exchange |
the SEBI (ICDR), Regulations, |
|
Board of India (ICDR) |
2015. |
|
Regulation, 2018. |
Further, Management as¬ |
Further, Pursuant to the amended provisions of
Regulation 24A of the SEBI (LODR) Regulations and
Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings
held on September 02, 2025 have approved and
recommended for approval of Members, appointment
of M/s SJV & Associates, Company Secretaries, as
Secretarial Auditor to conduct the Secretarial Audit of
the Company for a term of upto five (05) consecutive
years, to hold office from financial year 2025-26 till
financial year 2029-30. Accordingly, a resolution
seeking approval by the Members is listed in the AGM
Notice as Special Business.
Annual secretarial compliance report
During the period under review, the Company has
complied with the applicable Secretarial Standards
notified by the Institute of Company Secretaries of
India. The Company has also undertaken an audit
for F.Y. 2024-25, in line with SEBI circular no. CIR/CFD/
CMD/l/27/2019 dated February 08, 2019, for all applicable
compliances, in line with the SEBI Listing Regulations
and circulars/guidelines. The Annual Secretarial
Compliance Report is annexed as Annexure- "B"
PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of
energy : Ni
ii. the steps taken by the company for utilizing
alternate sources of energy : None
iii. the capital investment on energy conservation
equipments: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption
: None
ii. the benefits derived like product improvement,
cost reduction, product development or import
Substitution: None
iii. in case of imported technology (imported during
the last three years reckoned from the beginning
of the financial year)-Nil
a) The details of technology imported: None
b) The year of import: N.A.
c) Whether the technology been fully absorbed:
N.A.
d) If not fully absorbed, areas where absorption
has not taken place, and the reasons thereof:
N.A
e) The expenditure incurred on Research and
Development: Nil
C. FOREIGN EXCHANGE EARNING & OUTGO :
i. Foreign Exchange Earning :Nil
ii. Foreign Exchange Outgo :Nil
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013:
The Company had not given any loan or guarantees
or provided any security nor made any investments
covered under Section 186 of the Companies Act, 2013
during the year ended on March 31, 2025.
ANNUAL RETURN:
Pursuant to the Provisions of Section 134(3)(a)
and Section 92 of the Act read with Rule 12 of the
Companies (Management and Administration)Rules,
2014, Annual Return of the Company as at March 31,
2025 is hosted on your Company''s website at https://
power-instrumentation.grouppower.org/ .
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or
Court or Tribunal which can have impact on the going
concern status and the Company''s operations in
future.
COMPLIANCE:
The Company has complied with the mandatory
requirements as stipulated under the SEBI Regulations
as and when applicable from time to time. The
Company is regular in submitting and complying
with all the mandatory and event based disclosures
and quarterly report to the stock Exchange as per SEBI
Regulations within the prescribed time limit.
GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken a "Green
Initiative in the Corporate Governance" by allowing
paperless compliances by the Companies and
has issued Circulars stating that service of notice/
documents including Annual Report can be sent by
e-mail to its members.
As a responsible corporate citizen, the Company
welcomes and supports the ''Green Initiative'' undertaken
by the Ministry of Corporate Affairs, Government of India,
enabling electronic delivery of documents including
the Annual Report, amongst others, to shareholders at
their e-mail address previously registered with the DPs
and RTAs.
Shareholders who have not registered their e-mail
addresses so far are requested to do the same. Those
holding shares in demat form can register their e-mail
address with their concerned DPs. Shareholders who
hold shares in physical form are requested to register
their e-mail addresses with the RTA.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) read with Paragraph B
of Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements)
Regulations, 2015, the detailed Management''s
Discussion and Analysis Report is given as an Annexure
"C" to this report.
VIGIL MECHANISM/WHISTLER BLOWER POLICY:
In accordance with the provisions of the Companies Act,
2013, read with the Companies (Meeting of Board and its
Powers) Rules, 2014 and SEBI Listing Regulations, every
listed Company is required to have a vigil mechanism
for the directors, employees and stakeholders to report
their genuine concerns and grievances.
The Board has, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers)
Rules, 2014 and the Listing Regulations, framed a
''Whistle Blower Policy and Vigil Mechanism''. The Policy
has been framed with a view to provide a mechanism,
inter alia, enabling stakeholders including Directors,
individual employees of the Company and their
representative bodies to freely communicate their
concerns about illegal or unethical practices and
to report genuine concerns or grievances as also to
report to the management concerns about unethical
behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct.
The Whistle Blower Policy was reviewed by the Board
during the year under review to ensure its continued
relevance and to align it with changes in applicable law
and regulations. During the financial year ended March
31, 2025, no Whistle Blower complaints were received
from the employees and Directors of the Company.
Further, no employee or Director was denied access
to the Audit Committee or its Chairman. The Whistle¬
Blower Policy is available on the Company''s website
under the following web-link https://grouppower.org/
policies-of-company/.
POLICY OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:
The Company is an equal opportunity employer and
consciously strives to build a work culture that promotes
dignity of all employees. Your Company has in place a
robust policy on Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace in line with
the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013. The Internal Complaints Committee (ICs) has
been set up to redress complaints received regarding
sexual harassment. It provides a safe haven to all
women, including its regular, outsourced employees
and visitors.
The composition of Internal Complaints Committee is
as follows:
|
Sr. Name of Director |
Designation |
|
1. Ms. Kavita Pillai |
Chairman |
|
2. Ms. Pooja N. Panwar |
Deputy General Manager |
|
3. Mr. Jesal Majmudar |
Assistant Manager |
Disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 with respect to F.Y. 2024-25 is as
under:
a. Number of complaints pending at the beginning
of the financial year - Nil
b. Number of complaints filed during the financial
year - Nil
c. Number of complaints disposed of during the
financial year - Nil
d. Number of complaints pending as on end of the
financial year - Nil
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has distinct and efficient Internal
Control System in place. It has a clearly defined
organizational structure, manuals and standard
operating procedures for its business units and service
entities to ensure orderly, ethical and efficient conduct
of its business. The Company''s internal control
system ensures efficiency, reliability, completeness of
accounting records and timely preparation of reliable
financial and management information. It also ensures
compliance of all applicable laws and Regulations,
optimum utilization and safeguard of the Company''s
assets.
The adequacy of internal control systems is assessed
through reviews conducted by the internal audit,
statutory auditor, and management. The Audit
Committee collaborates with these entities to identify
weaknesses or deficiencies and recommends
improvements to the management, ensuring effective
implementation. These controls have been assessed
during the year under review taking into consideration
the essential components of internal controls stated
in the Guidance note on Audit of Internal Financial
Controls over financial reporting issued by the Institute
of Chartered Accountants of India. Based on the results
of such assessments carried out by the management,
no reportable or significant deficiencies, no material
weakness in the design or operation of any control was
observed. Nonetheless, your Company recognizes that
any internal control framework, no matter how well
designed, has inherent limitations and accordingly,
Regular audits and review processes ensure that such
systems are re-enforced on an ongoing basis.
MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting
the financial position of the Company have occurred
between the end of the financial year of the Company
to which the Financial Statements relate and the date
of this report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY
REGULATORS OR COURTS OR TRIBUNALS:
No significant and material order was passed by
regulators or courts or tribunals impacting the going
concern status and company''s operations in future.
STATEMENT REGARDING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT:
Risk management is an ongoing process and your
Company has established a comprehensive risk
management framework with the vision to integrate risk
management with its overall strategic and operational
practices in line with requirements as specified in SEBI
Listing Regulations. The primary objective is to ensure
sustainable and stable business growth supported
by a structured approach to risk management. The
risk management framework includes designing,
implementing, monitoring, reviewing and constantly
improving the risk management procedures for the
organization.
The Company is prone to various risks such as
technological risks, strategic risks, operational risks,
health, safety and environmental risks, financial risks
as well as compliance & control risks. These risks can
have a material adverse impact on the implementation
of strategy, business performance, results, cash flows
and liquidity, stakeholders'' value and of course on
reputation.
DECLARATION REGARDING COMPLIANCE BY MEMBERS
OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT
PERSONNEL WITH THE CODE OF CONDUCT OF BOARD OF
DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors of the Company has adopted
code of conduct; followed by all Members of the Board
of Directors and all Senior Management Personnel
of the Company in compliance with the Regulation
26(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. This code is available
on the Company''s website: https://grouppower.org/
policies-of-company/.
This is to confirm that the Company has received a
declaration of compliance with the Code of Conduct
as applicable to them from each Member of the Board
of Directors and Senior Management Personnel. A
declaration to that effect is attached to the Corporate
Governance report.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL
STANDARDS:
The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively. During the
year under review, the Company has complied with
the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
VARIOUS POLCIES OF THE COMPANY:
In accordance with the provisions of the Securities
and Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015and the
Companies Act, 2013 the Company has formulated,
implemented various policies. All such Policies are
available on Company''s website https://grouppower.
org/policies-of-company/ under the Policies sub¬
caption of the Investor Caption. The policies are
reviewed periodically by the Board and updated based
on need and requirements.
|
Name of the Policy |
Brief Description |
|
Whistle Blower or Vigil |
The policy is meant for |
|
Policy for Related Party |
The policy regulates all |
|
Policy for determination |
This policy applies for |
|
Code of conduct for |
The policy formulates the |
|
Code of Conduct for |
The Policy provides for |
CORPORATE GOVERNANCE:
Your Company has been complying with the principals
of good Corporate Governance over the years and is
committed to the highest standards of compliance.
Transparency is the cornerstone of our company''s
philosophy, and your Company adheres to all corporate
governance requirements in letter and spirit. All the
Committees of the Board of Directors meet regularly
as required in terms of SEBI Listing Regulations. The
Board of Directors has taken the necessary steps to
ensure compliance with statutory requirements. The
Company''s Directors, Key Management Personnel, and
Senior Management Personnel have complied with the
approved ''Code of Conduct for Board of Directors and
Senior Management Personnel''. According to schedule
V of the SEBI Listing Regulations, a declaration to this
effect, signed by the Managing Director and CEO of the
Company, forms part of the Annual Report.
The Report on Corporate Governance, as required
under Regulation 34(3), read along with Schedule V
of the SEBI Listing Regulations, is given in Annexure-
"D". The Auditors'' Certificate on compliance with
corporate governance norms is also attached to this
Report. Furthermore, as required under regulation 17(8)
of the SEBI Listing Regulations, a certificate from the
Managing Director & CEO and Director-Finance & CFO
is annexed to this Report.
PARTICULARS REGARDING EMPLOYEES:
Your Company has no employees, who draws the
remunerations in excess of limits specified in Rule
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to the remuneration and other
details as required under Section 197(12) of the Act and
the Rules framed thereunder is enclosed as ''Annexure
E'' to this report.
Further, we confirm that no employee employed
throughout the financial year or part thereof received
remuneration in the financial year that, on the
aggregate, was more than that drawn by the Managing
Director and Whole-Time Directors and holds by himself
or along with his spouse and dependent children more
than 2 per cent of the equity shares of your Company.
The Managing Director and CEO, and Whole-Time
Directors of your Company have not received any
remuneration or commission from any of the subsidiary
companies.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES:
All related party transactions which were entered into
during the financial year were on an arm''s length basis
and in the ordinary course of business.
The details of related party transactions are annexed
to this Board Report in Form AOC-2 and marked as
"Annexure - F" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:
In accordance with the requirements of the provisions
of Section 135 of the Act, the Company has constituted
a Corporate Social Responsibility ("CSR") Committee.
The composition and terms of reference of the CSR
Committee is covered in the Corporate Governance
Report. Accordingly, the Board has approved the
Corporate Social Responsibility (CSR) Policy. CSR Policy
is available on the website of the Company at https://
grouppower.org/policies-of-company/.
The Annual Report on CSR Activities during the financial
year 2024-25 forming part of this Board''s Report is
annexed herewith as "Annexure- G" to this report.
DETAILS OF APPLICATION PENDING FILED OR PENDING
AGAINST INSOLVENCY AND BANKRUPTCY CODE:
No Application against the Company has been filed or
is pending under the Insolvency and Bankruptcy code,
2016; hence the requirement to disclose the details of
application made or any proceeding pending under
the Insolvency and Bankruptcy code, 2016 during
the year along with their status as at the end of the
financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:
No such instance of One-time settlement or valuation
was done while taking or discharging loan from the
Banks/Financial Institutions occurred during the year.
ENCLOSURES:
The following are the enclosures attached herewith
and forms part of the Director''s Report:
a. Annexure A: Secretarial Auditors Report in Form
No. MR-3;
b. Annexure B: Secretarial Compliance Report
c. Annexure C : Management Discussion and Analysis
Report;
d. Annexure D: Corporate Governance Report
e. Annexure E: Details of personnel/particulars of
employees;
f. Annexure F: Form AOC-2 (Form for Disclosure of
particulars of contracts/arrangements entered
into by the company with related parties
referred to in sub section (l) of section 188 of
the Companies Act, 2013 including certain arms
length transaction under third proviso thereto)
g. Annexure G: Annual Report on CSR Activities
FORWARD-LOOKING STATEMENTS:
This report contains forward-looking statements that
involve risks and uncertainties.
When used in this Report, the words "anticipate",
"believe", "estimate", "expect", "intend", "will", and other
similar expressions as they relate to the Company
and/or its businesses are intended to identify
such forward-looking statements. The Company
undertakes no obligation to publicly update or revise
any forward-looking statements, whether due to new
information, future events, or otherwise. Actual results,
performance, or achievements may differ materially
from those expressed or implied in such forward¬
looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements
that speak only as on their dates. This Report should be
read with the financial statements and notes included
herein.
ACKNOWLEDGEMENT:
Your Directors would like to record their appreciation
for the enormous personal efforts and collective
contribution of all employees to the Company''s
performance. They would also like to thank the
Company''s customers, employee unions, shareholders,
dealers, suppliers, bankers, government agencies, and
all stakeholders for their cooperation and support, and
their confidence in the management.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF,
FOR, POWER AND INSTRUMENTATION (GUJARAT) LIMITED
PADMARAJ PILLAI SUMEET AGNIHOTRI
Managing Director Chairman & Director
(DIN: 00647590) DIN: 02026337)
Date: September 02, 2025
Place: Ahmedabad
Mar 31, 2024
Your Directors are pleased to present the 40thAnnual report along with the Audited Financial Statements of your Company for the financial year ended on March 31, 2024.
FINANCIAL PERFORMANCE:
The Audited Financial Statements of your Company are prepared in accordance with relevant applicable Indian Accounting Standards (IND AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the relevant provisions of the Companies Act, 2013 (âActâ).
The financial highlights of the Company is summarized below;
|
STANDALONE (^ In Lacs) |
||
|
Particulars |
For the year ended March |
For the year ended March |
|
31,2024 |
31,2023 |
|
|
Gross Total Income (Including other Income) |
9889 |
9410 |
|
Total Income |
9889 |
9410 |
|
Profit / (Loss) before Depreciation, finance cost, exceptional items & tax expense |
1236 |
856 |
|
Less: Depreciation/ Amortization/ Impairment |
22 |
29 |
|
Less: Interest |
441 |
335 |
|
Profit / (Loss) Before Tax |
773 |
492 |
|
Less: Current Tax |
183 |
132 |
|
Less: MAT Credit |
1 |
0 |
|
Add: Deferred Tax |
- |
-1 |
|
Net Profit / (Loss) After Tax |
589 |
361 |
|
Other Comprehensive Income after Tax |
3 |
-5 |
|
Total Comprehensive Income for the year |
592 |
356 |
|
CONSOLIDATED (^ In Lacs) |
||
|
Particulars |
For the year ended March |
For the year ended March |
|
31,2024 |
31,2023 |
|
|
Gross Total Income (Including other Income) |
9889 |
9410 |
|
Total Income |
9889 |
9410 |
|
Profit / (Loss) before Depreciation, finance cost, exceptional items & tax expense |
1236 |
856 |
|
Less: Depreciation/ Amortization/ Impairment |
22 |
29 |
|
Less: Interest |
441 |
335 |
|
Profit / (Loss) Before Tax |
773 |
492 |
|
Less: Current Tax |
183 |
132 |
|
Particulars |
For the year ended March 31,2024 |
For the year ended March 31,2023 |
|
Less: MAT Credit |
0 |
0 |
|
Add: Deferred Tax |
1 |
-1 |
|
Net Profit / (Loss) After Tax |
590 |
364 |
|
Other Comprehensive Income after Tax |
3 |
-5 |
|
Total Comprehensive Income for the year |
593 |
358 |
Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.
Financial Highlights:
Standalone Financial Results:
⢠Total income 9,889 lacs in FY24 vs 9,410 lacs in FY23
⢠EBITDA increased by 44.39% to 1,236 lacs in FY24 vs 856 lacs in FY23
⢠PAT attributable to owners increased by 63.32% 589 lacs in FY24 and 361 Lacs in FY23
Consolidated Financial Results:
⢠Total income stood at 9,889 lacs in FY24 and 9,410 lacs in FY23
⢠EBIDTA increased by44.39% to 1,236 lacs in FY24 AND 856 lacs in FY23
⢠PAT attributable to owners increased by 63.15%...590 lacs in FY24 VS 364 lacs in FY 23
DIVIDEND:
Your Directors are pleased to recommend a Final Dividend of Rs.0.20 (Rupee Twenty Paisa) per equity share of face value of Rs.10/- each for the financial year ended on 31st March, 2024 which shall be paid out of the profits of the company for financial year 2023-24 subject to approval of members at the ensuing 40th Annual General Meeting.
The Final Dividend, subject to approval of Members at the Annual General Meeting on 30th September, 2024, will be paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record Date of the Company for the purpose of 40th AGM and Payment of Final Dividend.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.
The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is September 23, 2024.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
TRANSFER TO RESERVES:
There is no amount proposed to be transferred to the Reserves.
CHANGE OF REGISTERED OFFICE:
During the year under review, there was no change in the Registered office address of the Company.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the business of the Company.
PUBLIC DEPOSITS:
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. Your Company did not accept any deposit during the year under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year, the company has only one joint venture namely PIGL GEPLJV having its office at F-202 & G-101,
S G Business Hub, Nr. Gota Flyover, S G Highway, Gota, Ahmedabad- 382470. The Company has 50% share in profits of PIGL GEPL JV. The Company does not have any Subsidiary, and associate company.
A statement containing the salient features of financial statement of our joint venture in the prescribed format AOC-1 is appended to the financial statements of the Company.
SHARE CAPITAL:
Authorised Share Capital:
The Authorized share capital of the Company is ^13,00,00,000 (Rupees Thirteen Crore only) divided into 1,30,00,000 equity shares of n0/- each.
Issued, Subscribed and Paid-up Capital:
The Issued, Subscribed and paid- up Capital of the Company is ^126339000/- divided into 1,26,33,900 equity shares of ?10/- each. During the year, the Company did not issue any shares with differential rights or convertible securities. The Company does not have any scheme for the issue of shares, including sweat equity, to its employees or directors. The Company does not have a scheme for purchasing its shares by employees or trustees for the benefit of employees. Migration from SME board to Main board of NSE and BSE:
The Equity Shares of the Company were listed on SME platform of NSE (i.e. NSE EMERGE) and pursuant to special resolution passed through postal ballot dated 16th February, 2023 the shares of the company are now listed on Main board of NSE and BSE w.e.f. 17th May, 2023.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this report, the Board comprises
of 6(Six) Directors, out of which 3 are Executive Directors,
1 is Non-executive Director and 2 are Non-Executive Independent Directors that includes one Woman Director. The Chairman of the Board is a non-executive Director.
The Board of Directors duly met 15 (Fifteen) times on 0704-2023, 11-04-2023, 18-04-2023, 19-04-2023, 21-04-2023, 11-05-2023, 12-05-2023, 17-05-2023, 20-05-2023, 26-05-2023, 14-07-2023, 11-08-2023, 04-09-2023, 10-11-2023, 13-02-2024 and 28-03-2024 during the year. The Composition and attendance of each Director at the Board and Annual General Meeting of each Director is mentioned in corporate governance report which forms part of this report.
a) Changes in the Board during the year:
During the year, there is no change in the Board of directors of your company. However, Mr. Rucha Daga resigned from directorship of the company w.e.f. 06/05/2024. Further, Mr. Amit Uttamchandani was appointed as an additional director of the company w.e.f 06/05/2024 whose appointment was further regularized by the shareholders in the extra-ordinary general meeting of the company held on 05/08/2024.
b) Retirement by rotation:
Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of your Company, Mrs. Kavita Padmaraj Pillai (DIN: 07731925) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.
The Board on the recommendation of the Nomination and Remuneration Committee recommends her re-appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given in the notice of the 40th Annual General Meeting.
c) Declaration of Independence
Mr. Manav Rastogi and Mrs. Rucha Daga are Independent Directors of your Company during the financial year ended on March 31, 2024. Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force.
The Board is of the opinion that all Independent Directors of your Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.
During the year under review, the non-executive directors of your Company had no pecuniary relationship or transactions with your Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of your Company.
d) Performance Evaluation
Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting on 28/03/2024 without the presence of any non-independent directors and management and considered and evaluated the Boardâs performance, performance of the Chairman and other nonindependent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.
None of your Companyâs directors is disqualified from being appointed as directors, as specified in Section 164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014
e) Key Managerial Personnel
As on the date of this report, the following are the key Managerial Personnel of your company:
Mr. Padmaraj Padmnabhan Pillai - Managing Director Mr. Rohit Maheshwari - Chief Financial Officer Mrs. Shefali Kabra - Company Secretary
f) Board Committees
As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, your board has constituted following Committees
(1) Audit Committee
(2) Nomination and Remuneration Committee and
(3) Stakeholders Relationship Committee.
A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are mentioned in the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, Your Directors confirm that they have:
a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d. the annual financial statements have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS:
The matters related to Auditors and their Reports are as under:
a) Statutory Auditors
In the 34th Annual General Meeting (agm), M/s. M A A K & Associates (FRN: 135024W), Chartered Accountants, were appointed as Statutory Auditors of your Company for tenure of 5 years till the conclusion of the Annual General Meeting to be held in the year 2024.
In accordance with Section 139 of the Companies Act, 2013, it is proposed to re-appoint M/s. M A A K & Associates (FRN: 135024W), Chartered Accountants, as Statutory Auditors of your Company for tenure of 5 years till the conclusion of the Annual General Meeting to be held in the year 2029. The Auditors have confirmed that they are not disqualified from continuing as Auditors of your Company and they hold a valid certificate issued by the ICAI.
The Report given by M/s. M A A K & Associates, Statutory Auditors on the financial statement of your Company for the year 2023-24 is a part of the Annual Report.
The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditorâs Report are self-explanatory and therefore do not call for any further comments.
During the financial year 2023-24, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).
During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
d) Secretarial Auditor
Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Vishwas Sharma & Associates, Firm of Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of your Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 in Form No. MR - 3 is attached as âAnnexure Aâ to this report. The said report contains certain observation and qualification which are mentioned here in under.
The said report contains observation or qualification which is mentioned as below:
|
Qualification |
Explanation |
|
a) During the year, The Company has not submitted Financial Results for the quarter ended on March 2023 as per Regulation 30 read with sub-para 4 of Para A of Part A of Schedule III within 30 minutes of the conclusion of the Board Meeting held on May 26, 2023 |
The Management has clarified that due to migration to main Board effective from May 17, 2023, the Company has adopted the Ind AS for the financial year 2022-23 and therefore the meeting concluded very late. The company submitted the outcome of board meeting within 30 minutes from the conclusion of board meeting held on May 26, 2023, however due to technical glitch from our side and lack of IT support, we missed to attach the copy of the Financial Statement along with the outcome of the board meeting and thereafter submitted the financial statement on May 27,2023 |
|
b) During the year, National Stock Exchange of India Limited(NSE) has imposed penalty of Rs. 10,000 (Rupees Ten Thousand Only) (excluding GST) on June 14, 2023 to the company for non-compliance of regulation 29(2)/29(3) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 |
The Management has clarified that due to migration to main Board effective from May 17, 2023, the Company has adopted the Ind AS for the financial year 2022-23 and therefore the meeting concluded very late. The company submitted the outcome of board meeting within 30 minutes from the conclusion of board meeting held on May 26, 2023, however due to technical glitch from our side and lack of IT support, we missed to attach the copy of the Financial Statement along with the outcome of the board meeting and thereafter submitted the financial statement on May 27,2023. |
|
c) During the year, Company has received the show cause notice dated December 15, 2023 from the SEBI for alleged violation of Regulation 167(6) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulation, 2018 and company has submitted reply to show cause notice via letter dated January 24, 2024. Further, SEBI has passed an order dated March 07, 2024 against the Company and imposed a penalty of Rs.1,00,000/- for violation the provision of Regulation 167(6) of SEBI ICDR Regulations, 2018. |
The management clarified that the Company submitted response to show cause notice of SEBI on 15/12/2023 and thereafter made payment of Rs. 1,00,000/-on 14/03/2024 i.e. penalty levied by SEBI |
b) Cost Auditor
As the cost audit is not applicable to your Company, therefore your Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by your Company and accordingly such accounts and records are not made and maintained,
c) Internal Auditor
The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Harshit Shah & Associates, as an Internal Auditor of your Company.
Annual secretarial compliance report
During the period under review, your Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2023-24, in line with SEBI circular no. CIR/CFD/CMD/l/27/2019 dated 8th February 2019, for all applicable compliances, in line with the SEBI Listing Regulations and circulars/guidelines. The Annual Secretarial Compliance Report is annexed as Annexure- âBâ
LISTING:
The Equity Shares of your Company were listed on SME platform of NSE (i.e. NSE EMERGE). However, during the year, your company passed special resolution through postal ballot dated 16th February, 2023 and migrated to Main board of NSE and BSE w.e.f. 17th May, 2023. Your Company is regular in payment of listing fees to the Stock Exchange i.e. NSE and BSE.
Script Code: 543912 (BSE)
Company Symbol: PIGL (NSE)
DEMATERIALIZATION OF SHARES:
As on March 31, 2024, there were 124.439 lacs Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.50% of the total issued, subscribed and paid-up capital of your Company.
ISIN INE557Z01018.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy:
Nil
ii. the steps taken by the company for utilizing alternate sources of energy: None
iii. the capital investment on energy conservation equipments: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption: None
ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil
a) The details of technology imported: None
b) The year of import: N.A.
c) Whether the technology been fully absorbed: N.A.
d) If not fully absorbed, areas where absorption has not taken place, and the reasonsthereof: N.A
e) The expenditure incurred on Research and Development: Nil
C.FOREIGN EXCHANGE EARNING &OUTGO:
i. Foreign Exchange Earning: Nil
ii. Foreign Exchange Outgo: Nil
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Your Company had not given any loan or guarantees or provided any security nor made any investments covered under Section 186 of the Companies Act, 2013 during the year ended on March 31, 2024.
ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link https:// power-instrumentation.grouppower.org/ .
COMPLIANCE:
Your Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. Your Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly report to the stock Exchange as per SEBI Regulations within the prescribed time limit.
GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken a âGreen Initiative in the Corporate Governanceâ by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.
As a responsible corporate citizen, Your Company welcomes and supports the âGreen Initiativeâ undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs. Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Managementâs Discussion and Analysis Report is given as an Annexure âCâ to this report.
VIGIL MECHANISM/WHISTLER BLOWER POLICY:
In accordance with the provisions of the Companies Act,
2013, read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI Listing Regulations, every
The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholdersâ value and of course on reputation.
COMPLIANCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:
All Directors and senior management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel. A declaration to that effect is attached to the Corporate Governance report.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:
Your Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.
VARIOUS POLCIES OF THE COMPANY:
In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act,
2013 your Company has formulated, implemented various policies. All such Policies are available on Companyâs website https://power-instrumentation.grouppower.org/ under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.
|
Name of the Policy |
Brief Description |
|
Nomination and Remuneration Policy |
The policy formulates the criteria for determining qualifications/ competencies/positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any. |
|
Code of Conduct for Prohibition of Insider Trading |
The Policy provides for framework for dealing with the securities of the Company in mandated manner. |
CORPORATE GOVERNANCE:
|
Name of the Policy |
Brief Description |
|
Whistle Blower or Vigil Mechanism Policy |
The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct and ethics amongst others. |
|
Policy for Related Party Transactions |
The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions. |
|
Policy for determination of materiality of events |
This policy applies for determining and disclosing material events taking place in the Company. |
|
Code of conduct for Director(s) and Senior Management Personnel |
The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company. |
listed Company is required to have a vigil mechanism for the directors, employees and stakeholders to report their genuine concerns and grievances.
The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, framed a âWhistle Blower Policy and Vigil Mechanismâ. The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of your Company and their representative bodies to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct.
The Whistle Blower Policy was reviewed by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations. During the financial year ended March 31, 2024, no Whistle Blower complaints were received from the employees and Directors of your Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman. The Whistle-Blower Policy is available on your Companyâs website at https://power-instrumentation.grouppower.org/
POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
The Internal Complaints Committee (iCs) has been set up to redress complaints received regarding sexual harassment.
It provides a safe haven to all women, including its regular, outsourced employees and visitors.
The composition of Internal Complaints Committee is as follows:
|
Sr. No. |
Name of Director |
Designation |
|
1. |
Mrs. Kavita Pillai |
Chairman |
|
2. |
Miss Pooja N Panwar |
Deputy General Manager |
|
3. |
D. Venupal Nair |
General Manager |
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2023-24 is as under:
a. Number of complaints pending at the beginning of the financial year - Nil
b. Number of complaints filed during the financial year - Nil
c. Number of complaints disposed of during the financial year - Nil
d. Number of complaints pending as on end of the financial year - Nil
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Companyâs internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Companyâs assets.
The adequacy of internal control systems is assessed through reviews conducted by the Internal audit, statutory auditor, and management. The Audit Committee collaborates with these entities to identify weaknesses or deficiencies and recommends improvements to the management, ensuring effective implementation. These controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.
STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:
Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI Listing Regulations.
The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.
Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Transparency is the cornerstone of our companyâs philosophy, and your Company adheres to all corporate governance requirements in letter and spirit. All the Committees of the Board of Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Company''s Directors, Key Management Personnel, and Senior Management Personnel have complied with the approved âCode of Conduct for Board of Directors and Senior Management Personnelâ. According to schedule V of the SEBI Listing Regulations, a declaration to this effect, signed by the Managing Director and CEO of the Company, forms part of the Annual Report.
The Report on Corporate Governance, as required under Regulation 34(3), read along with Schedule V of the SEBI Listing Regulations, is given in Annexure âDâ. The Auditorsâ Certificate on compliance with corporate governance norms is also attached to this Report. Furthermore, as required under regulation 17(8) of the SEBI Listing Regulations, a certificate from the Managing Director & CEO and Director-Finance & CFO is annexed to this Report.
PARTICULARS REGARDING EMPLOYEES:
Your Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as âAnnexure Eâ to this report.
Further, we confirm that no employee employed throughout the financial year or part thereof received remuneration in the financial year that, on the aggregate, was more than that drawn by the Managing Director and Whole-Time Directors and holds by himself or along with his spouse and dependent children more than 2 per cent of the equity shares of your Company.
The Managing Director and CEO, and Whole-Time Directors of your Company have not received any remuneration or commission from any of the subsidiary companies.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions which were entered into during the financial year were on an arm''s length basis and in the ordinary course of business.
The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as âAnnexure - Fâ to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:
The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility for the FY 2023-24 is not applicable to the company. Therefore the company has not constituted CSR committee.
Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
Other Disclosures
Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOPs referred to in this Report.
4. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companyâs operation in future
5. Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its subsidiaries.
6. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
7. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
8. One time settlement of loan obtained from the Banks or Financial Institutions.
ENCLOSURES:
The following are the enclosures attached herewith and forms part of the Directorâs Report:
a. Annexure A: Secretarial Auditors Report in Form No. MR-31
b. Annexure B: Secretarial Compliance Report
c. Annexure C: Management Discussion and Analysis Report;
d. Annexure D: Corporate Governance Report
e. Annexure E: Details of personnel/particulars of employees;
f. Annexure F: Form AOC-2 (Form for Disclosure of particulars of contracts/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 arms length transaction under third proviso thereto)
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve risks and uncertainties.
When used in this Report, the words âanticipateâ, âbelieveâ, âestimateâ, âexpectâ, âintendâ, âwillâ, and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Actual results, performance, or achievements may differ materially from those expressed or implied in such forwardlooking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as on their dates. This Report should be read with the financial statements and notes included herein.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow. They would also like to thank the Companyâs customers, employee unions, shareholders, dealers, suppliers, bankers, government agencies, and all stakeholders for their cooperation and support, and their confidence in the management.
Mar 31, 2023
Your Directors have pleasure in presenting 39thAnnual report on the affairs of the Company together with the Audited Financial Statements for the year ended on March 31, 2023.
FINANCIAL HIGHLIGHTS:
The financial performance of the Company is summarized below;
STANDALONE
|
Particulars |
For the year ended March 31,2023 |
For the year ended March 31,2022 |
|
Gross Total Income (Including other Income) |
9528 |
9175 |
|
Total Income |
9528 |
9175 |
|
Profit / (Loss) before Depreciation, finance cost , exceptional items & tax expense |
856 |
730 |
|
Less : Depreciation/ Amortization/ Impairment |
29 |
40 |
|
Less: Interest |
335 |
274 |
|
Profit / (Loss) Before Tax |
492 |
416 |
|
Less : Current Tax |
132 |
131 |
|
Less: MAT Credit |
0 |
0 |
|
Add: Deferred Tax |
-1 |
-3 |
|
Net Profit / (Loss) After Tax |
361 |
288 |
|
Other Comprehensive Income after Tax |
-5 |
-5 |
|
Total Comprehensive Income for the year |
356 |
283 |
|
Particulars |
For the year ended March 31,2023 |
For the year ended March 31,2022 |
|
Gross Total Income (Including other Income) |
9528 |
9175 |
|
Total Income |
9528 |
9175 |
|
Profit / (Loss) before Depreciation, finance cost, exceptional items & tax expense |
856 |
730 |
|
Less : Depreciation/ Amortization/ Impairment |
29 |
40 |
|
Less: Interest |
335 |
274 |
|
Profit / (Loss) Before Tax |
492 |
416 |
|
Less : Current Tax |
132 |
131 |
|
Less: MAT Credit |
0 |
0 |
|
Add: Deferred Tax |
-1 |
-3 |
|
Net Profit / (Loss) After Tax |
361 |
288 |
|
Net profit/(Loss) of PIGL-GEPL (JV) |
3 |
2 |
|
Total Net profit/(Loss) After Tax |
364 |
290 |
|
Other Comprehensive Income after Tax |
-5 |
-5 |
|
Total Comprehensive Income for the year |
359 |
285 |
Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.
The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.
STATE OF COMPANY AFFAIRS:
During the year 2022-23, the Gross total income of the Company on standalone basis was higher than previous year by 352.66 Lacs representing a increase of 3.84%. There is notable increase in profit after tax for financial year 2022-23 in comparison to that of previous year. Your directors are confident about better future business operations of the company.
DIVIDEND:
Your Directors are pleased to recommend a Final Dividend of Rs.0.20 (Rupee Twenty Paisa) per equity share of face value of Rs.10/- each for the financial year ended on 31st March, 2023 which shall be paid out of the profits of the company for financial year 2022-23 subject to approval of members at the ensuing 39th Annual General Meeting.
The Final Dividend, subject to approval of Members at the Annual General Meeting on 29th September, 2023, will be paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record Date of the Company for the purpose of 39th AGM and Payment of Final Dividend.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.
TRANSFER TO RESERVES:
There is no amount proposed to be transferred to the Reserves.
CHANGE OF REGISTERED OFFICE:
During the year under review, there was no change in the Registered office address of the Company.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the business of the Company.
PUBLIC DEPOSITS:
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not accept any deposit during the year under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year, the company has only one joint venture namely PIGL GEPLJV having its office at F-202 & G-101, S G Business Hub, Nr. Gota Flyover, S G Highway, Gota, Ahmedabad- 382470. The Company has 50% share in profits of PIGL GEPL JV. The Company does not have any Subsidiary, and associate company.
A statement containing the salient features of financial statement of our joint venture in the prescribed format AOC-1 is appended to the financial statements of the Company.
SHARE CAPITAL:
Authorised Share Capital:
The Authorized share capital of the Company is Rs.13,00,00,000 (Rupees Thirteen Crore only) divided into 1,30,00,000 equity shares of Rs.10/- each.
Issued, Subscribed and Paid up Capital:
The Issued, Subscribed and paid Up Capital of the Company is Rs.126339000/- divided into 1,26,33,900 equity shares of Rs.10/- each.
During the year under review, the Company has allotted 40,50,000 Equity Shares of face value of 10/- each pursuant to conversion of warrants. Accordingly, paid up share capital of your Company stands increased from 8,58,39,000 divided into 85,83,900 Equity Shares of Rs.10/- each to Rs.126339000/- divided into 1,26,33,900 equity shares of Rs.10/- each.
SCHEME OF CAPITAL REDUCTION
The board of directors has approved the draft Scheme of capital reduction of Power and Instrumentation (Gujarat) Limited (under section 66 read with section 52 and other applicable provisions of the Companies Act, 2013) vide their meeting held on 21st July, 2022 subject to necessary approval. Further, the Company has filled the application alongwith necessary documents with National Stock Exchanges (NSE EMERGE) under regulation 37 of SEBI, LODR (Listing obligations and Disclosure Requirement), Regulation 2015 for their Observation Letter. However, NSE, SEBI has rejected the said scheme . The Company has thus not proceeded with the said scheme.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent
Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of which 3 are Executive Directors, 1 is Non-executive Director and 2 are Non-Executive Independent Directors that includes one Woman Director. The Chairman of the Board is a non-executive Director.
The Board of Directors duly met 32 (Thirty Two) times on 30/04/2022, 06/05/2022, 24/05/2022,30/05/2022, 09/06/2022, 15/06/2022, 21/07/2022, 26/07/2022,05/08/2022, 05/09/2022, 21/09/2022, 26/09/2 022,30/09/2022,11/10/2022, 03/11/2022, 05/11/2022, 21/11/2022, 24/11/2022,28/11/2022, 03/12/2022,05/12/2022, 23/12/2022, 29/12/2022, 11/01/2023, 12/01/2023, 18/01/2023,24/01/2023,27/01/20 23 ,03/02/2023, 16/02/2023 , 18/02/2023 and 01/03/2023 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director in various companies is as follows: -
a) Composition of Board and Key Managerial Personnel
|
Name of Directors |
Designation |
Category |
No. of Board Meeting held during the year |
No. of Board Meeting attended during the year |
Attendance at AGM |
|
Padmaraj Padmnabhan Pillai |
Executive Managing Director |
Promoter |
32 |
32 |
Yes |
|
Padmavati Padmanabhan Pillai |
Executive Director |
Promoter |
32 |
32 |
Yes |
|
Kavita Pillai |
Executive Director |
Promoter Group |
32 |
32 |
Yes |
|
Sumeet Dileep Agnihotri |
Chairman and Non Executive Director |
Non-promoter |
32 |
32 |
Yes |
|
Rucha Balmukund Daga |
Independent Director |
Non-promoter |
32 |
32 |
Yes |
|
Manav Rastogi |
Independent Director |
Non-promoter |
32 |
32 |
Yes |
b) Inductions and Cessation during the year:
There were following inductions and Cessations made b\ the board of directors during the year under review:
⢠Mr. Manav Rastogi and Mrs. Rucha Balmukund Daga were re-appointed as Independent Directors of the company for second term of 5 (five) consecutive year: w.e.f 18th Novermber, 2022.
⢠Mr. Sriram Nair has resigned from the office of the director of the company w.e.f 03/02/2023 however during the year under review the category of Mr. Sriram Nair was also altered from executive to nonexecutive.
⢠Mrs. Parul Mehta has resigned from the office of company secretary and compliance officer of the company w.e.f 03/02/2023 and to fill the casual vacancy in the office Mrs. Shefali Kabra was appointed as company secretary and compliance officer of the company w.e.f 03/02/2023.
c) Retirement by rotation:
Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Padmaraj Padmnabhan Pillai (DIN : 00647590) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends his re-appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given in the notice of the 39th Annual General Meeting.
d) Declaration of Independence
Mr. Manav Rastogi and Mrs. Rucha Daga are Independent Directors of the Company during the financial year ended on March 31, 2023. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force.
The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.
During the year under review, the non-executive 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 /Committee of the Company.
e) Performance Evaluation
Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting on 03/02/2023 without the presence of any non-independent directors and management and considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.
f) Key Managerial Personnel
As on the date of this report, the following are the key Managerial Personnel of the company:
Mr. Padmaraj Padmnabhan Pillai- Managing Director Mr. Rohit Maheshwari- Chief Financial Officer Mrs. Shefali Kabra- Company Secretary
g) Board Committees
As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has
(1) Audit Committee
(2) Nomination and Remuneration Committee and
(3) Stakeholders Relationship Committee.
A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are as under:
1. Audit Committee
The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers)
Rules, 2014 as amended from time to time.
It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act,
2013, and SEBI (LODR) Regulations 2015.
The terms ofreference of the Audit Committee are broadly as under:
⢠Oversight of the Company''s Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;
⢠Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
⢠Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
⢠Examination and reviewing, with the Management, the Annual Financial Statements and Auditors'' Report thereon before submission to the Board for approval, with particular reference to:
i. Matters required to be included in the Director''s Responsibility Statement to be included in the
Board''s report in terms of Section 134 (3)(c) of the Act;
ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by Management;
iv. Significant adjustments made in the Financial Statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to Financial Statements;
vi. Disclosure of any Related Party Transactions;
vii. Qualifications in the draft Audit Report;
⢠Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;
⢠Review and monitor the Auditors'' independence and performance and effectiveness of audit process;
⢠Approval or any subsequent modification of transactions of the Company with Related Parties;
⢠Scrutiny of Inter - Corporate Loans and Investments;
⢠Evaluations of Internal Financial Controls and Risk Management Systems;
⢠Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;
⢠Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;
⢠Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
2. Discussion with Statutory Auditors before the audit
commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
To review the functioning of the Whistle Blower Mechanism;
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
Oversight of the Listed entity''s financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible.
The constitution of the Committee as on date of this report is as under:
|
Name Category & Position |
Number of meetings held |
Number of meetings attended |
|
Mr. Manav Rastogi Non-Executive Independent Director |
5 |
5 |
|
Chairman |
||
|
Mr. Sumeet Dileep Agnihotri Non-Executive Director |
5 |
5 |
|
Member |
||
|
Ms. Rucha Balmukund Daga Non-Executive Independent Director |
5 |
5 |
|
Member |
||
Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.
Five (5) Audit Committee meetings were held during the year 2022-23 at the Registered Office of the Company on 30-04-2022, 30-05-2022, 21-07-2022,14-11-2022 and 03-02-2023.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the committee.
The broad terms of reference of Nomination and Remuneration Committee includes
⢠Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
⢠Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;
⢠Succession planning for Board of Directors and Senior Management Employees;
⢠Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;
⢠Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;
The constitution of the comittee is as under:
|
Name Category & Position |
Number of meetings held |
Number of meetings attended |
|
Mr. Sumeet Dileep Agnihotri Non-Executive Director |
3 |
3 |
|
Chairman |
||
|
Mr. Manav Rastogi Non-Executive Independent Director |
3 |
3 |
|
Member |
||
|
Ms. Rucha Balmukund Daga Non-Executive Independent Director |
3 |
3 |
|
Member |
||
The Board has in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company.
Three (3) meetings was held during the year 2022-23 on 05-09-2022, 18-11-2022 and 03-02-2023.
0 Remuneration of Directors:
The appointment and remuneration of all the Executive Directors of the Company is governed by the recommendation of the Nomination and Remuneration Committee, Resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of all the Executive Directors comprises of salary, perquisites and allowances, and contributions to
Provident and other Retirement Benefit Funds as approved by the shareholders at the General Meetings.
Independent Directors receive remuneration by way of sitting fees for attending each meeting of Board and Board''s Committees and commission as recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders as provided under the Act and rules made thereunder or any other enactment for the time being in force.
The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for theCompany. The Nomination and Remuneration Committee work along with the Board for a structured leadership succession plan.
Details of the remuneration for Executive and Nonexecutive Directors for the year ended March 31, 2023 are as under:
|
Directors |
Designation |
Salary, Allowances & Perquisites |
Shareholding as on March 31, 2023 (in No.s) |
|
Padmaraj Padmnabhan Pillai |
Managing Director |
54 Lacs |
32,59,800 |
|
Padmavati Padmanabhan Pillai |
Executive Director |
14.40 lacs |
11,00,000 |
|
Kavita Pillai |
Executive Director |
16.02 Lacs |
11,65,000 |
|
Sriram Nair1 |
Non-executive director |
15.00 lacs |
8,90,500 |
|
Sumeet Dileep Agnihotri |
Non Executive director |
Nil |
50,000 |
|
Manav Rastogi |
Non Executive director-Independent Director |
Nil |
0 |
|
Directors |
Designation |
Salary, Allowances & Perquisites |
Shareholding as on March 31, 2023 (in No.s) |
|
Rucha |
Non Executive |
Nil |
0 |
|
Balmukund |
director- |
||
|
Daga |
Independent |
||
|
Director |
*ceased as director of the company w.e.f. 03/02/2023
3. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company has constituted a Stakeholders'' Relationship Committee (âSRCâ) pursuant to the provisions of Section 178 of the Companies Act, 2013and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactor redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.
The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including: 1
Your Company''s shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/officers / RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate sharecertificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.
The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Shefali Kabra, Company Secretary of the Company acted as a Secretary of the Committee. The Composition of the Stakeholders Relationship Committee and details of meetings attended by the Directors during the year 2022-23 are given as below:
|
Name Category & Position |
Number of meetings held |
Number of meetings attended |
|
Mr. Manav Rastogi Non-Executive Independent Director |
4 |
4 |
|
Chairman |
||
|
Mr. Sumeet Dileep Agnihotri Non-Executive Director |
4 |
4 |
|
Member |
||
|
Ms. Rucha Balmukund Daga Non-Executive Independent Director |
4 |
4 |
|
Member |
||
Four(4) meeting was held during the year 2022-23 at the Registered Office of the Company on 21/04/2022, 03/09/2022, 16/11/2022 and 12/01/2023.
NUMBER OF REQUESTS/COMPLAINTS
During the year, the Company didn''t receive any complaints.
The details of the Complaints received by the company and its RTA are as follows.
|
Particulars |
Opening Balance |
Received |
Resolved |
Pending |
|
SEBI |
0 |
0 |
0 |
0 |
|
Stock Exchange |
- |
- |
- |
- |
|
Dividend Related |
- |
- |
- |
- |
|
Transmission/ Transfer |
- |
- |
- |
- |
|
Demat/Remat |
- |
- |
- |
- |
COMPANY SECRETARY AND COMPLIANCE OFFICER:
Ms. Parul Mehta, Company secretary and compliance officer of the company ceased on 03/02/2023, the Board appointed Mrs. Shefali Kabra as Whole Time Company Secretary and Compliance Officer of the company w.e.f.03RD FEBRUARY, 2023.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, Your Directors confirm that they have:
(i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31, 2023;
(ii) 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 the year under review;
(iii) taken proper and sufficient care 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;
(iv) prepared the annual accounts for the financial year ended on March 31, 2023 on a going concern basis;
(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and
(vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
AUDITORS:
The matters related to Auditors and their Reports are as under:
a) Statutory Auditors
In the 39th Annual General Meeting (AGM), M/s. M A A K & Associates (FRN: 135024W), Chartered Accountants, were appointed as Statutory Auditors of the Company for tenure of 5 years till the conclusion of the Annual General Meeting to be held in the year 2024.
The Report given by M/s. M A A K & Associates, Statutory Auditors on the financial statement of the Company for the year 2022-23 is a part of the Annual Report.
The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor''s Report are selfexplanatory and therefore do not call for any further comments.
Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the
resolution relating to ratification of Auditor''s appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.
During the financial year 2022-23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors)
Rules, 2014 (as amended from time to time).
During the year under review, the Auditors have not reported any matter under Section 143(12)of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
b) Cost Auditor
As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,
c) Internal Auditor
The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Harshit Shah & Associates, , as an Internal Auditor of the Company.
d) Secretarial Auditor
Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. G R SHAH &
ASSOCIATES, Firm of Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023 in Form No. MR - 3 is attached as âAnnexure A'' to this report. The said report contains certain observation and qualification which are mentioned here in under.
The said report contains observation or qualification which is mentioned as below:
|
Qualification |
Explanation |
|
The Company has |
The Company has made allotment |
|
complied with SEBI |
of 15,40,000 equity shares on |
|
(Issue of Capital |
04/05/2021 at price of Rs.16.52/- |
|
and Disclosure |
per share on preferential basis |
|
Requirements) |
to the selected group of persons |
|
Regulations, 2018 |
to whom the offer was made. |
|
except for listing of |
However, out of the total |
|
warrants on NSE |
15,40,000 shares allotted, the |
|
Emerge. |
Company has received listing and trading approval of 13,50,000 equity shares only from NSE. NSE has not granted listing and trading approval of total 1,90,000 equity shares of two individual shareholders who had violated the Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 |
|
Thereafter, the board of directors has approved the draft Scheme of selective capital reduction of Power and Instrumentation (Gujarat) Limited (under section 66 read with section 52 and other applicable provisions of the Companies Act, 2013 for reduction of 1,90,000 equity shares of two individual shareholders who had violated the Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, |
|
Qualification |
Explanation |
|
2018 and filled anapplication to National Stock Exchanges (NSE EMERGE) under regulation 37 of SEBI, LODR (Listing obligations and Disclosure Requirement), Regulation 2015 for their Observation Letter. However, NSE/ SEBI has rejected the said scheme. The Company has thus not proceeded with the said scheme. |
|
|
The Company has submitted a letter dated 28/07/2023 to NSE for seeking guideline/suggestion for treatment of 1,90,000 Unlisted Equity Shares, a reply is awaited. |
|
|
The Company has not complied with requirement of SDD as per Securities and Exchange Board of India (Prohibition of Insider Trading REgualtions, 2015 |
The Board of Directors of the Company would like to clarify that the entries were maintained into Excel Format and we strictly implemented the Password of file to maintain it''s non-tamperable nature. Further, the Company has installed necessary SDD software which meets the requirements provided in SEBI (Prohibition of Insider Trading) Regulations, 2015 and now, the Company maintains all entries in the software to comply with said regulations. |
LISTING:
The Equity Shares of the Company were listed on SME platfrom of NSE (i.e. NSE EMERGE). However, the company passed special resolution through postal ballot dated 16th February, 2023 and migrated to Main board of NSE and BSE w.e.f. 17th May, 2023. The Company is regular in payment of listing fees to the Stock Exchange i.e. NSE and BSE.
Script Code: 543912 (BSE)
Company Symbol: PIGL (NSE)
DEMATERIALIZATION OF SHARES:
As on March 31, 2023, there were 124.439 lacs Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.50% of the total issued, subscribed and paid-up capital of the Company.
ISIN INE557Z01018.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy : Nil
ii. the steps taken by the company for utilizing alternate sources of energy : None
iii. the capital investment on energy conservation equipments: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption : None
ii. the benefits derived like product improvement, cost reduction, product development or import Substitution:None
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil
a) The details of technology imported:None
b) The year of import:N.A.
c) Whether the technology been fully absorbed:N.A.
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:N.A
e) The expenditure incurred on Research and Development: Nil
C. FOREIGN EXCHANGE EARNING &OUTGO :
i. Foreign Exchange Earning :Nil
ii. Foreign Exchange Outgo :Nil
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Particulars of investments made covered under Section 186 of the Companies Act,2013 are provided in notes No 3 to the accompanying financial statements, presented in this Annual Report. However, the Company had not given any loan or guarantees or provided any security covered under Section 186 of the Companies Act, 2013 during the year ended on March 31, 2023.
ANNUAL RETURN:
Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration)Rules, 2014, Annual Return of the Company as at March 31, 2023 is hosted on your Company''s website at grouppower.org.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.
COMPLIANCE:
The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly report to the stock Exchange as per SEBI Regulations within the prescribed time limit.
GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken a âGreen Initiative in the Corporate Governanceâ by allowing paperless compliances by theCompanies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.
As a responsible corporate citizen, the Company welcomes and supports the âGreen Initiative'' undertaken by the Ministry of CorporateAffairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at theire-mail address previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form canregister their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mailaddresses with the RTA.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) read with Paragragh B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Management''s Discussion and Analysis Report is given as an Annexure âBâ to this report.
VIGIL MECHANISM/WHISTLER BLOWER POLICY:
The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, framed a âWhistle Blower Policy and Vigil Mechanism''. The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the Company and their representative bodies to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.
The Whistle Blower Policy was reviewed by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations. During the financial year ended March 31, 2023, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no
employee or Director was denied access to the Audit Committee or its Chairman.
POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee(IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular,outsourced employees and visitors.
The composition of Internal Complaints Committee is as follows:
|
Sr. No. |
Name of Director |
Designation |
|
1. |
Mrs. Kavita Pillai |
Chairman |
|
2. |
Miss Pooja N Panwar |
Deputy General Manager |
|
3. |
D. Venupal Nair |
General Manager |
Disclosures in relation to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 with respect toFY 2022-23 is as under:
a. Number of complaints pending at the beginning of the financial year - Nil
b. Number of complaints filed during the financial year - Nil
c. Number of complaints disposed of during the financial year - Nil
d. Number of complaints pending as on end of the financial year - Nil
INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY:
Your Company has distinct and efficient Internal Control
System in place. It has a clearly defined organizational
structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Company''s internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations,optimum utilization and safeguard of the Company''s assets.
Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls state din the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforcedon an ongoing basis.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company''s operations in future.
PARTICULARS REGARDING EMPLOYEES:
The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details asrequired under Section 197(12) of the Act and the Rules framed thereunder is enclosed as âAnnexure C'' to this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions which were entered into durinc the financial year were on an arm''s length basis and in the ordinary course of business.
The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as âAnnexure -Dâ to this report.
STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:
Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the visionto integrate risk management with its overall strategic and operational practicesin line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainableand stable business growth supported by a structured approach to risk management. The risk management framework includes designing,implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.
The Company is prone to various risks such as technological risks, strategic risks, operational risks, health,safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on theimplementation of strategy, business performance, results, cash flows and liquidity, stakeholders'' value and of course on reputation.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:
The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretariesof India, as amended from time to time.
VARIOUS POLCIES OF THE COMPANY:
In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act, 2013 the Company hasformulated, implemented various policies. All such Policiesare available on Company''s website grouppower.org under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board andupdated based on need and requirements.
|
Name of the Policy |
Brief Description |
|
Whistle Blower or Vigil Mechanism Policy |
The policy is meant for directors,employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics amongst others. |
|
Policy for Related Party Transactions |
The policy regulates all transactionstaking place between the Companyand its related parties in accordancewith the applicable provisions. |
|
Policy for determination of materiality of events |
This policy applies for determining and disclosing material events taking place in the Company. |
|
Code of conduct for Director(s)and Senior Management Personnel |
The Policy is aimed to formulate aCode of Conduct for the Directorsand Senior Management Personnelto establish highest standard of theirethical, moral and legal conduct inthe business affairs of the Company. |
|
Name of the Policy |
Brief Description |
|
Nomination and |
The policy formulates the criteria |
|
Remuneration Policy |
for determining qualifications/ competencies/positive attributes and independence related to the appointment, removal and remuneration of a Director(Executive / NonExecutive) and also the criteria for determining the remuneration of the Directors,Key Managerial Personnel and other employees covered under the prescribed criteria, if any. |
|
Code of Conduct for |
The Policy provides for framework |
|
Prohibition of Insider |
for dealing with the securities |
|
Trading |
of the Company in mandated |
|
manner. |
CORPORATE GOVERNANCE:
Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.
It is to be noted the Company was listed on SME (EMERGE) platform during the F.Y.2022-23 Therefore, the Corporate Governance Report is not applicable on the Company for said financial year and not provided by the Board.
However, the Company was migrated from SME (EMERGE) to main board of NSE and BSE w.e.f. w.e.f. May 17, 2023 and paid up-capital of the Company is more than Rs.10 crores, hence the Corporate governance became applicable to the Company. The company is in compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V after it''s become applicable. The Company
has submitted Corporate Governance Report for quarter ended on June 30, 2023 to the Stock Exchanges.
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:
The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.
Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act,
2013 and hence it is not required to formulate policy on corporate social responsibility.
DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:
No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year along with their status as at the end of the financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial Institutions occurred during the year.
Other Disclosures / Reporting
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Companies Act, 2013).
ENCLOSURES:
The following are the enclosures attached herewith and
forms part of the Director''s Report:
a. Annexure A: Secretarial Auditors Report in Form No. MR-3;
b. Annexure B : Management Discussion and Analysis Report;
c. Annexure C: Details of personnel/particulars of employees;
d. Annexure D: Form AOC-2 (Form for Disclosure of particulars of contracts/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 arms length transaction under third proviso thereto)
APPRECIATION:
The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors,distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their support and cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible to achieve the all-round progress and growth of Company.
FOR AND ON BEHALF OF THE BOARD OFDIRECTORS OF, FOR, POWER AND INSTRUMENTATION (GUJARAT) LIMITED
Date: 01/09/2023 Place: Ahmedabad
Sd/- Sd/-
PADMARAJ PILLAI SUMEET AGNIHOTRI
Managing Director Chairman & Director
(DIN: 00647590) (DIN: 02026337)
Transfer and transmission of shares held by shareholders in physical format;
⢠Shareholder''s Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;
⢠Status of dematerialization/rematerialization of share
⢠Issue of duplicate share certificates;
⢠Monitor and Track redressal of Investor complaints;
⢠Oversee the performance of the Company''s Registrar and Transfer Agents;
⢠Suggest measures for improvement upgrade the standard of services to investorsfrom time to time;
⢠Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;
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Intraday Stocks To Buy Today, March 27: Top Picks By Anand James of Geojit Investments On Friday -
Indian equities open higher as Nifty tops 23,100 and Sensex climbs over 700 points -
Intraday Stocks To Buy Today, March 25: Top Picks By Anand James of Geojit Investments On Wednesday
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Stock Market Today: Nifty Closes Near 23,000, Sensex Up 1.8%: IndiGo, L&T, Eternal, Asian Paints Top Gainers -
Steel Stock Gains 5.14% On Getting NCLT Nod For Key Merger; Do You Own? -
Stock Market Opens Strong: Nifty Up 1.5%, Sensex Rallies 1,516 Pts; Rupee Recovers as Trump Delays Iran Strike -
D-Street Mayhem: Rs 15 Lakh Cr Wiped Out As Nifty-Sensex Close 2.5% Lower, Rupee In Free-Fall Amid Iran-US War -
Indian equities outlook today as Bank Nifty remains weak and Nifty tests support -
Stock Market Crash: Sensex, Nifty Hit 1-Year Low; How US-Israel-Iran War Wiped Out Rs 4,753,333 Crore -
Intraday Stocks To Buy Today, March 23: Top Picks By Anand James of Geojit Investments On Monday
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Nifty, Sensex Down 8% Amid Iran-US War, Crude Oil At Sky High: How Past Geopolitical Crises Have Shaped Market -
Stock Market Weekly Wrap: Sensex, Nifty End In Green Amid Iran-US War, Crude Surge, Rupee Slide -
Nifty Falls as Global Cues Persist and Gulf Tensions Weigh on Indian Markets -
Intraday Stocks To Buy Today, March 20: Top Picks By Anand James of Geojit Investments On Friday
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Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today?
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