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Prataap Snacks Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2166.04 Cr. P/BV 3.50 Book Value (Rs.) 259.47
52 Week High/Low (Rs.) 1450/719 FV/ML 5/1 P/E(X) 106.64
Bookclosure 27/07/2023 EPS (Rs.) 8.51 Div Yield (%) 0.11
Year End :2022-03 

Your Board of Directors ('Board') is pleased to present the 13th Board's Report of Prataap Snacks Limited ('Prataap' or 'the Company') for the financial year ended 31st March, 2022.

financial highlights and state of company's affairs

In the backdrop of a challenging macro environment, the standalone revenue from operations of the Company increased to ' 1,22,336.80 lakhs compared to ' 1,01,037.57 lakhs in the previous year, registering a growth of 21.08%. The addition of new retail outlets to our distribution network coupled with enhanced reach of the existing distribution network on the back of initiatives like tele-calling have positively contributed to volumes.

Net profit after tax decreased to ' 925.17 lakhs from ' 2,086.08 lakhs of the previous year, representing a decline of 55.65% primarily due to sharp inflation in palm oil prices and packaging material prices and loss incurred due to fire at the Kolkata unit. The effects of inflation in inputs were largely offset by the various cost optimisation initiatives, gradual implementation of the direct distribution model, grammage rationalisation and higher price realisation. The consolidated revenue from operations of the Company increased to ' 1,39,661.93 lakhs compared to ' 1,17,108.88 lakhs in the previous year, registering a growth of 19.26%. Net profit after tax decreased to ' 290.90 lakhs from ' 1,415.59 lakhs of the previous year, representing a decline of 79.45%. The financial performance of the Company on standalone and consolidated basis is as under:

(' in lakhs)

Particulars

Standalone

Consolidated

31st March 2022

31st March 2021

31st March 2022

31st March 2021

Revenue from operations

1,22,336.80

1,01,037.57

1,39,661.93

1,17,108.88

Exceptional item*

1,393.76

-

1,393.76

-

Profit/(Loss) before tax

609.42

1,989.89

(238.94)

1,107.10

Less: Current tax

(164.07)

(393.37)

(205.28)

(408.70)

Add: Deferred tax (including MAT)

479.82

489.56

735.12

717.19

Less: Re-measurement of deferred tax on account of new tax regime

-

-

-

-

Net Profit after tax

925.17

2,086.08

290.90

1,415.59

Other Comprehensive income/(loss)

15.89

2.04

23.11

17.46

Total comprehensive income for the year

941.06

2,088.12

314.01

1,433.05

Surplus brought forward

21,310.13

19,456.55

22,271.22

21,072.69

Less: Amount utilised towards payment of dividend (including dividend distribution tax)

(117.27)

(234.53)

(117.27)

(234.53)

Surplus carried forward

22,133.92

21,310.13

22,467.96

22,271.22

*Loss by fire at Kolkata Unit.

During the year under review, your Company has received approval under Production Linked Incentive (PLI) Scheme of Government of India under Ready to Cook/Ready to Eat (RTC/ RTE) segment. All the products of your Company are covered under the PLI Scheme except Potato Chips. The incentive will be payable on incremental sales of eligible products over the base year sales. The base year for calculating the PLI benefit on incremental sales is FY 2019-20 for the first 4 years and FY 202122 and FY 2022-23 for the fifth and sixth years respectively. For FY 2021-22 to FY 2024-25, the incentive rate for eligible products is 7.5% on the incremental sales over base year sales. The incentive rate for FY 2025-26 and FY 2026-27 is 6.75% and 6.00% respectively on the incremental sales over base year sales.

The incentives are subject to terms and conditions as approved by the Competent Authority from time to time.

During the year under review, operational challenges remained with palm oil prices, as the prices remained elevated. In addition, there was a notable increase in the prices of laminates, which is a key raw material for our packaging process. Our cost optimisation programmes, improvement in price realisation and implementation of the Direct Distribution Model has enabled us to mitigate the inflationary cost pressures to a large extent.

Your Company has compressed the distribution network by adopting the Direct Distribution Model, which has optimised

the distribution costs and enhanced the margins. Further, your Company has actively undertaken tele-calling initiative in select market, which helped the Company to enhance the efficacy of its distribution network resulting in better coverage of territories and leading to higher volumes. Your Company has plan of steadily extending it to additional geographies.

dividend

After considering the Company's profitability, cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a dividend of INR 0.50 per equity share of face value of ' 5/- each (i.e. 10%) for the financial year ended 31st March, 2022. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company has been disclosed on the website of the Company and the web link of the same is http://www.yellowdiamond.in/wp-content/uploads/2018/05/ Dividend-Distribution-Policy-31st-May.pdf

reserves

For the financial year ended 31st March, 2022, no amount has been proposed to carry to General Reserve. However, ' 925.17 lakhs has been taken to surplus in the Statement of profit and loss.

share capital

During the year under review, there is no change in the authorised, issued, subscribed and paid-up equity share capital of the Company. As on 31st March, 2022, the authorised share capital is ' 1,600.00 lakhs and issued, subscribed and paid-up equity share capital is ' 1,172.65 lakhs.

employee stock appreciation rights (esar) plan

The Company has framed Prataap Employees Stock Appreciation Rights Plan 2018 ("ESARP 2018") pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Share Based Employee Benefits) Regulations, 2014. During the year under review, the Company has granted 59,800 Employee Stock Appreciation Rights to the eligible employee of the Company. There was no change in the ESARP 2018 during the year under review. The disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)

(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital And Debentures) Rules, 2014 is given in Annexure-I, which is annexed hereto and forms part of the Board's Report and also disclosed on the website of the Company and can be accessed at https://www.yellowdiamond.in/wp-content/uploads/2022/06/Disclosure-of-ESARs-31.03.2022-2. pdf. The ESARP 2018 is in compliance with applicable provisions of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

deposits

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

corporate governance

Pursuant to Regulation 34 read with Para B and C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis, Report on Corporate Governance and Practicing Company Secretary's certificate regarding the compliance of conditions of Corporate Governance and Business Responsibility Report forms part of Annual Report 2021-22 ("Annual Report").

corporate social responsibility (csr)

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of the Annual Report. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure-II which is annexed hereto and forms part of the Board's Report. The Company has adopted and amended its Corporate Social Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, as applicable, from time to time. During, the year under review, the Corporate Social Responsibly Policy has been amended in line with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The same is uploaded and available on the website of the Company at and the weblink of the same is http://www.yellowdiamond.in/ wp-content/uploads/2021/06/CSR-Policy-Prataap-Snacks-1.pdf

directors' responsibility statement

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirm the following:

(a) in the preparation of the annual financial statements for the year ended 31st March, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed alongwith proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company as at 31st March, 2022 and the profit and loss of the Company for the year ended on that date;

(c) the Directors had 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;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

risk management and adequacy of internal financial controls

Your Company's financial, operational and compliance controls are embedded in the business processes. Additionally, the Risk Management Committee and the Board of Directors assess the implementation of risk management and risk mitigation measures through their review of potential risks which could impact the operations. This includes an additional oversight in the area of financial risks and controls besides inherent risks associated with the products dealt with by the Company. The major risks identified are systematically addressed through mitigating actions on a continual basis.

The Risk Management Committee is entrusted with the responsibility to assist the Board in overseeing and recommending/ approving the Company's Enterprise Risk Management (ERM) Policy.

The purpose of the ERM Policy is to institutionalise a formal risk management function and framework in the Company for identifying, assessing, monitoring and managing its business risk including any material changes to its risk profile.

In addition, the policies and procedures have been designed to ensure the safeguarding of the Company's assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information.

Your Company's system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable

Indian Accounting Standards, the Companies Act, 2013 and Rules made thereunder and all other applicable regulatory/ statutory guidelines etc.

Your Company's internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audit is conducted at regular intervals and a summary of the observations and recommendations of such audit alongwith management reply are placed before the Audit Committee of the Board.

human resource

Your Company follows a policy of building strong team of talented professionals. Your Company continues to build on its human resource capabilities by hiring the right talent, who support different functions and takes effective steps to retain the talent. People remain the most valuable asset of your Company, it has built an open, transparent and meritocratic culture to nurture this asset.

Your Company's human resource commensurate with its size, nature and operations. The Company's Industrial Relations remained cordial and harmonious throughout the year.

directors

Your Board in its meeting held on 20th May, 2022 has appointed Mr. Bharat Singh (DIN: 08222884) as an Alternate Director (NonExecutive, Nominee Director) for Mr. G.V Ravishankar (DIN: 02604007), Non-Executive, Nominee Director of the Company. Mr. Bharat Singh shall hold office as such upto the tenure of Mr. G.V. Ravishankar or till the time he returns to India, whichever is earlier.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. G.V Ravishankar (DIN: 02604007), Director will retire by rotation at the ensuing 13th Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing 13th Annual General Meeting of the Company.

The brief resume and other information/details of Mr. G.V Ravishankar seeking re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in the Notice of the ensuing 13th Annual General Meeting, which forms part of the Annual Report.

key managerial personnel

Mr. Arvind Mehta, Chairman and Executive Director, Mr. Amit Kumat, Managing Director and Chief Executive Officer, Mr. Apoorva Kumat,

Executive Director (Operations), Mr. Sumit Sharma, Chief Financial Officer and Mr. Om Prakash Pandey, Company Secretary and Compliance Officer are the key managerial personnel of the Company. During the year under review, there was no change in the key managerial personnel of the Company.

declaration by independent directors

All the Independent Directors of your Company viz. Mrs. Anisha Motwani (DIN: 06943493), Mr. Vineet Kumar Kapila (DIN: 00056582), Mr. Chetan Kumar Mathur (DIN: 00437558) and Mr. V.T. Bharadwaj (DIN: 02918495) have individually given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Companies Act, 2013 Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

meetings of board and composition of committees

During the financial year ended 31st March, 2022, five (5) Board meetings were held on 28th May, 2021, 03rd August, 2021, 29th September, 2021, 1 1th November, 2021 and 04th February, 2022.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules made thereunder, the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, which forms part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

performance evaluation of board, committees and directors

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI, the Board of Directors of your Company carried out a formal annual evaluation of its own performance and of its committees and individual directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with

the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated through a structured questionnaire to ascertain feedback on parameters which, inter alia, comprised of level of engagement, their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The performance of the committees was evaluated by the Board after seeking inputs from the respective Committee members on the basis of the criteria such as the composition of committees effectiveness of the committees, structure of the committees and meetings, contribution of the committees etc. The Board evaluated the performance of the individual directors based on the criteria as per aforesaid Guidance Note of SEBI and evaluation criteria framed by the Nomination and Remuneration Committee. A statement regarding the form and way in which the formal annual performance evaluation has been made by the Board of Directors is given in the Report on Corporate Governance, which forms part of the Annual Report.

selection and appointment of directors and their remuneration

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy, which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company and their remuneration. The Nomination and Remuneration Committee recommends appointment of Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee, in addition to ensure diversity, also considers the impact the appointee would have on Board's balance of professional experience, background, view-points, skills and areas of expertise.

The Nomination and Remuneration Policy of the Company has been amended from time to time in line with applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During, the year under review, the Nomination and Remuneration Policy has been amended in line with the amended provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The salient features of the Nomination and Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report. The Nomination and Remuneration Policy is uploaded on the website of the Company and the web link of the same is http://www.yellowdiamond.in/wp-content/ uploads/2021/06/Nomination-and-Remuneration-Policy.pdf

vigil mechanism/whistle blower policy

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes formulation of the Whistle Blower Policy to bring to the Company's attention, instances of unethical behaviour, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company's operations, business performance and/or reputation. No employee is denied access to the Vigilance Officer as well as Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company at www.yellowdiamond.in.

auditor

In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), was appointed as Auditor of your Company to hold office for a consecutive period of five (5) years until the conclusion of 17th Annual General Meeting of the Company.

auditor's report

The Auditor's Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation or adverse remark in the Auditor's Report, which calls for any comment or explanation. Further, during the year under review, the Auditor have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013.

secretarial auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ritesh Gupta & Co., Company Secretaries in practice was appointed to undertake the secretarial audit of the Company for the financial year ended 31st March, 2022. The Report of the Secretarial Auditor for the financial year ended 31st March, 2022 is given in Annexure-III, which is annexed hereto and forms part of the Board's Report. No qualification, observation or adverse remark have been made by Secretarial Auditor in the Secretarial Audit Report, which calls for any comment or explanation.

internal auditor

M/s. Grant Thornton Bharat LLP, Chartered Accountants is the Internal Auditor of the Company.

cost auditor

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not required and accordingly such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year under review.

compliance with secretarial standards

During the year under review, your Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

contracts or arrangements with related parties

All related party transactions that were entered into by the Company during the financial year under review were on arm's length basis and in the ordinary course of business. Further, during the year under review, no material related party transactions were entered into by the Company with the related parties. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. All related party transactions are placed before the meetings of Audit Committee for its approval. Further, prior omnibus approval of the Audit Committee is obtained on an annual basis, for a financial year, for the transactions which are of foreseen and repetitive in nature. The statement giving details of related party transactions entered into pursuant to the omnibus approval are placed before the Audit Committee for review and updation on quarterly basis. Details of related party transactions are provided in the financial statements and hence not repeated herein for the sake of brevity.

The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions, which is available on the website of the Company and can be accessed through web link http://www.yellowdiamond.in/wp-content/uploads/2018/01/Policy-on-Materiality-of-Related-Party-Transactions-and-on-Dealing-with-Related-Party-Transactions-1.pdf

subsidiary, associate and joint venture

As on 31st March, 2022, your Company has two subsidiaries, viz. Avadh Snacks Private Limited (Avadh) and Red Rotopack Private Limited (Red Rotopack). Your Company does not have any associate or joint venture. Avadh is engaged in the manufacturing and selling of branded packaged snacks under brand name "Avadh". Avadh has a well-diversified and strong product portfolio of namkeens like bhujia, chevda, fafda, gathiya etc. and extruded pellets like wheels, cups, pasta etc.

with strong presence in the state of Gujarat and expanding to Maharashtra, Rajasthan and Uttar Pradesh. Red Rotopack has been incorporated for a backward integration to manufacture and supply packaging material for Avadh's products.

During the year under review, Avadh has achieved sustained growth in business with higher revenue as compared to last financial year. There was no production of laminates, the packaging material, which is manufactured by Red Rotopack and used by Avadh for its products as the same is available at competitive rates in the market.

A statement containing the salient features of the financial statements of subsidiaries as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached with the financial statements. The particulars of the financial performance of the aforesaid subsidiaries are provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity.

During the year under review, the Board of your Company has approved the Scheme of Amalgamation of Avadh (Transferor Company 1) and Red Rotopack (Transferor Company 2) with Prataap (Transferee Company) and their respective shareholders and creditors. The Company has filed the necessary application before the National Company Law Tribunal, Indore Bench. The amalgamation is under process.

consolidated financial statements

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31st March, 2022, forms part of the Annual Report.

loans, guarantees and investments

The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with notes annexed thereto and forms an integral part of the financial statements and hence not repeated herein for the sake of brevity.

disclosure of ratio of remuneration of directors and key managerial personnel etc.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-IV, which is annexed hereto and forms part of the Board's Report.

particulars of employees

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-IV, which is annexed hereto and forms part of the Board's Report.

annual return

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2022 has been uploaded on the website of the Company and the web link of the same is https://www.yellowdiamond.in/wp-content/uploads/2022/06/ Annual-Return_2021-22.pdf

conservation of energy, technology absorption and foreign exchange earnings and outgo

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-V, which is annexed hereto and forms part of the Board's Report.

internal complaints committee under the sexual harassment of women at workplace (prevention, prohibition and redressal) act,

2013

Your Company has constituted an Internal Complaints Committee pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. During the year under review, there was no case filed or reported under the said Act.

general

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting is required:

1. Material changes and/or commitments that could affect the Company's financial position, which have occurred between the end of the financial year of the Company and the date of this Report.

2. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

3. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Director(s) of the Company.

4. Buy back of securities/issue of sweat equity shares/issue of equity shares with differential rights.

5. Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to the Audit Committee, Board of Directors or the Central Government.

6. Revision of the previous year's financial statements.

7. Change in the nature of business of the Company.

8. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

9. One-time settlement with any bank or financial institution.

acknowledgement

The Board desires to place on record its grateful appreciation

for continued co-operation received from the banks, financial

institutions, government, customers, vendors, shareholders and

other stakeholders during the year under review. The Board also wish to place on record its deep sense of appreciation to all the employees of the Company for their unstinted dedication, commitment and continued contribution in the performance of the Company during ongoing pandemic time. Your Board look forward for their continued support in future.

Yours faithfully,

For and on behalf of the Board of Directors of Prataap Snacks Limited

Amit Kumat Apoorva Kumat

Managing Director and Chief Executive Officer Executive Director DIN: 02663687 (Operations)

DIN: 02630764

Place: Indore Date: 20th May, 2022


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