To
The Members of Praj Industries Limited,
Your Directors present their 37th Report together with the
Audited Financial Statements for the year ended 31st March, 2023.
Financial Results (Standalone)
During the year under review, your Company has recorded total income of
Rs.32,032 Mn. (previous year Rs. 21,140 Mn.), registering increase of 51.52% in total
income. Profit after Tax increased by 44.53% to 2,376 Mn. (Previous year Rs.1,644 Mn.).
The performance summary (standalone) is presented herewith:
Particulars |
2022-23 |
2021-22 |
Turnover |
31,526 |
20,623 |
Other Income |
506 |
517 |
Total Income |
32,032 |
21,140 |
Total Expenses |
28,940 |
19,001 |
PBT |
3,092 |
2,139 |
PAT |
2,376 |
1,644 |
Other Comprehensive Income |
(20) |
(8) |
Total Comprehensive Income |
2,356 |
1,636 |
(+) Balance in Profit & Loss account |
6,345 |
5,045 |
(+) INDAS Adjustments (ESOPs) |
|
- |
(-) IND AS Adjustment (Adjustment to opening Retained
Earnings |
|
- |
IND AS 115: Revenue Recognition |
|
|
Profit Available for Appropriations |
8,701 |
6,681 |
Appropriations |
|
|
- Dividend |
770 |
397 |
Transfer to / (from) Special Economic zone Re-investment
Reserve |
-160 |
-61 |
Balance in Statement of Profit & Loss |
8,090 |
6,345 |
State of Company's Affairs
Please refer Management Discussion & Analysis annexed to this
report dealing with the state of Company's affairs at length. (Refer Annexure 1).
Summary of Consolidated Results
During the year, the Total Income stood at Rs. 35,738 Mn which is
50.19% more overlastyear(Rs.23,795Mn).Profitafter tax was
Rs. 2,398 Mn previous year's figure (Rs 1,502 Mn) registering an
increase of 59.65 % over last year. The performance summary is presented herewith:
( Mn)
Particulars |
2022-23 |
2021-22 |
Turnover |
35,280 |
23,433 |
Other income |
458 |
362 |
Total income |
35,738 |
23,795 |
Total expenses |
32,551 |
21,746 |
PBT |
3,187 |
2,049 |
PAT (after Minority Interest) |
2,398 |
1,502 |
(+) Other Comprehensive Income |
-16 |
-22 |
Total Comprehensive Income |
2,382 |
1,480 |
Dividend
The Board of Directors at its meeting held on 25th May, 2023
has recommended Dividend of Rs. 4.50/- per share (225%) of Face value of Rs. 2/- for the
financial year 2022-23.
The dividend is payable subject to shareholders' approval at the
ensuing Annual General meeting (AGM). The final dividend pay-out, if approved by the
shareholders in the ensuing AGM, will be around Rs. 826.71 Mn. The dividend pay-out is in
line with the Company's Dividend Distribution Policy.
Dividend Distribution Policy
In accordance with the Regulation 43A of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend
Distribution Policy and the same is annexed herewith as Annexure 9. The Policy is
also hosted on the website of the Company and can be viewed at www.praj.net
Investor Education and Protection Fund (IEPF)
Pursuant to the Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016, the Company has transferred unclaimed/ unpaid
dividend of Rs.12,21,883/- pertaining to the financial year 2014-15 & Interim Dividend
of
Rs. 15,25,700/- for the financial year 2015-16 to IEPF, on 21st
September 2022 & 12th May, 2023 respectively. Further, the Company has also
transferred corresponding 17,044 shares pertaining to the financial year 2014-15 to IEPF
on 14th October 2022. The transfer of 36,374 shares pertaining to unclaimed
dividend for the financial year 2015-16 is under process.
Details of Nodal Officer
Mr. Dattatraya Nimbolkar, Chief Internal Auditor and Company Secretary
has been appointed as Nodal Officer of the Company.
Details in this regard are available on the website of the Company at
www.praj.net
Reserves
The Company is not proposing any transfer to the General Reserve for
the year 2022-23.
Credit Rating a) CRISIL has re-affirmed"A1+" rating to
the Company's short-term banking facilities which signifies that the degree of safety
regarding timely payment of instruments is very strong. b) CRISIL has also re-affirmed its
rating of the Company's long-term bank facilities to "AA/stable'.
The "AA/Stable" rating signifies high safety with regard to
timely payment of long-term financial obligations
Subsidiaries
Praj Engineering & Infra Ltd. India, Praj HiPurity Systems Ltd.
India, Praj Americas Inc., U.S.A., Praj Far East Co. Ltd., Thailand, Praj Far East
Philippines Ltd. Inc., The Philippines, continue to be subsidiaries of your Company.
During the year, Company has formed Wholly Owned Domestic Subsidiary,
Praj GenX Ltd. India, on 15th March, 2023.
Consolidated Financial Statements of the Company, which include the
results of the said Subsidiary Companies, except Praj GenX Ltd., are included in this
Annual Report. Since Praj GenX Ltd. has not yet started its operations, consolidation of
its Financial
Statements is not done. Further, a statement containing the details of
performance, financial position for each of the Company's subsidiaries in the
prescribed format AOC-1 is also enclosed (Please refer Annexure 6). Copies of
Annual Accounts and related detailed information of all the subsidiaries can also be
sought by any member of the Company or its Subsidiaries by making a written request to the
Company Secretary at the Registered Office of the Company in Subsidiary Companies are also
available for inspection at the Company's and/or the concerned Subsidiary's
Registered Office.
The Company has formulated a policy for determining material
subsidiaries' and such policy is hosted on the Company's website i.e.
www.praj.net
Corporate Governance
Pursuant to the provisions of Regulation 34 (2) & (3) and 53(f),
read with Schedule V to SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, Management Discussion and Analysis Report (Annexure 1), Report
on Corporate Governance and Compliance Certificate on Corporate Governance (Annexure 3),
Business Responsibility & Sustainability Report (BRSR) (Annexure 8), Dividend
Distribution Policy (Annexure 9) are annexed to this report.
Directors
Ms. Parimal Chaudhari (DIN 00724911) retired at 36th Annual
General Meeting held on 4th August, 2022 and was re-appointed as Director of
the Company.
Ms. Parimal Chaudhari (DIN 00724911) will retire at 37th
Annual General Meeting and being eligible, has offered herself for re-appointment
as Director of the Company.
Members at 36th Annual General Meeting held on 4th
August, 2022 had approved extension of tenure of Dr Pramod Chaudhari (DIN 00196415)
as an Executive Chairman for a period of 29 months w.e.f 1st August, 2022 till
31st December, 2024.
Members at 36th Annual General Meeting held on 4th
August, 2022 had approved extension of tenure of Mr. Sachin Raole (DIN 00431438) as
CFO & Director-Resources for a period of 5 years w.e.f 1st August, 2022
till 31st July, 2027.
Based on the recommendation of Nomination & Remuneration Committee,
Board at its meeting held on 3rd February, 2023, has approved re-appointment of
Mr. Shishir Joshipura (DIN 00574970) as a CEO & Managing Director for a period of 27
months w.e.f 1st April, 2023 till 30th June, 2025, subject to
approval of Shareholders at 37th Annual General Meeting.
Based on the recommendation of Nomination & Remuneration Committee,
Board vide Circular Resolution No. CIR/BM/01/2023-24, has approved re-appointment of Dr
Shridhar Shukla (DIN 00007607) as an Independent Director of the company for a further
period of 5 years w.e.f 12th April, 2023 till 11th April. 2028,
subject to approval of Shareholders at 37th Annual General Meeting by way of
Special Resolution.
Composition of Key Managerial Personnel (KMP)
The Company has the following KMPs as on 31st March 2023;
Name of the KMP |
Designation |
Date of Appointment |
Date of Resignation |
Dr Pramod Chaudhari |
Executive Chairman |
08.11.1985 |
N.A. |
Mr. Shishir Joshipura |
Chief Executive Officer &
Managing Director 02.04.2018 N.A. |
Mr. Sachin Raole |
CFO & Director- Resources |
13.07.2016 |
N.A. |
Mr. Dattatraya Nimbolkar |
Chief Internal Auditor & Company
Secretary |
22.07.2011 |
N.A. |
Composition of Audit, Nomination & Remuneration Committee
For details, kindly refer the Corporate Governance Report annexed to
this Report (Annexure 3).
Declaration from Independent Directors
The Independent Directors have submitted their annual declaration to
the Board confirmingthat they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 read with rules framed there under.
Auditors a) Statutory Auditors
Current tenure of P G BHAGWAT LLP, Chartered Accountants, Pune (Firm
Regn. No. 101118W/W100682), Statutory Auditors of the Company will expire on the date of
39th Annual General Meeting to be held in the calendar year 2025.
b) Internal Auditors
The Internal Auditors, Khare Deshmukh & Co., Chartered Accountants,
Pune have conducted internal audits periodically during Financial Year 2022/23 and
submitted their reports to the Audit Committee. Their reports have been reviewed by the
Statutory Auditors and the Audit Committee.
The Board has appointed Khare Deshmukh & Co., Chartered Accountants
Pune, as Internal Auditors of the Company for the Financial Year 2023-24.
c) Cost Auditors
Your Company has appointed Dhananjay V. Joshi & Associates, Cost
Accountants as Cost Auditors of the Company for the Financial Year 2023-24 at the
remuneration as set out in item No. 5 of the explanatory statement which is subject to the
ratification of members in the ensuing Annual General Meeting.
d) Secretarial Auditors
M/s KANJ & Co., LLP, Pune, were appointed to conduct the
Secretarial Audit of the Company for the Financial Year 2022-23, as required under Section
204 of the Companies Act, 2013 read with rules framed thereunder. The Secretarial Audit
Report (MR-3) for Financial Year 2022-23 forms part of the Annual Report as Annexure 5.
The Board has appointed M/s KANJ & Co. LLP, Pune, as Secretarial
Auditors of the Company for the Financial Year 2023-24.
Material changes and commitments, if any, affecting the financial
position of the Company those occurred between the end of the financial year to which
these financial statements relate and the date of
There were no material changes and commitments, affecting the financial
position of the Company occurred between the end of the financial year to which these
financial statements relate and the date of
Statement concerning development and implementation of Risk Management
Policy of the Company.
In accordance with the provisions of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, (LODR) the Board has amended Risk Management
Policy and initiated necessary steps for framing, implementing and monitoring the risk
management plan for the Company.
Based on market capitalization rank as on 31st March 2023,
provisions of Regulation 21 of SEBI (LODR), Regulations 2015, as amended from time to
time, are applicable to the Company for the Financial Year 2023-24. As per amended
Regulation 21 of SEBI LODR Regulations, it is mandatory for the Company to constitute Risk
Management Committee. However, Company had already constituted Risk Management Committee
at its Board Meeting held on 16th May 2019. The main objective of Risk
Management policy is to ensure sustainable business growth and to promote a pro-active
approach in identifying, reporting, evaluating and mitigating risks associated with the
business of the Company. The policy establishes a structured and disciplined approach to
Risk Management, in order to guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks associated with business and for accomplishing the growth plans
of the Company are imperative. The common risks inter alia are risks emanating from;
Regulations, Cyber Risks, Competition, Business, Technology obsolescence, Investments,
Retention of talent, Finance, Politics and Fidelity etc. In today's complex business
environment, Cyber risks have considerably increased. During the year, we continued our
efforts to keep ourselves up to date with cyber security events globally to achieve higher
compliance and its continued sustenance. As a matter of Risk Management Policy, these
risks are assessed and steps, as appropriate, are taken to mitigate the same. The Amended
Risk Management Policy is hosted on the Company's website i.e.www.praj.net The
Company has instituted adequate Internal Controls and processes to have a cohesive view of
risks, optimal risk mitigation responses and efficient management of internal control and
assurance activities.
In the opinion of the Board, there are no risks which may threaten the
existence of the Company.
Internal Financial Controls:
The Company has in place, adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
Remuneration Policy for Directors and KMPs:
The Company's remuneration policy for Directors / KMPs is directed
towards rewarding performance based on periodical review of achievements. The remuneration
policy is in consonance with the existing industry practice.
The said policy is available on Company's website i.e.
www.praj.net and is also attached as Annexure 7 to this report.
ESOP:
During the year, your Company allotted 40,000 shares on exercise of
options under the Employee Stock Option Plan 2011. Consequent to the above, the Issued,
Subscribed and Paid-up Share Capital of your Company increased from 183,673,088 (number of
shares) (Value Rs.367.346 Mn.) as of 31st March, 2022 to 183,713,088 (number of
shares) (Value Rs.367.426 Mn.) as of 31st March, 2023.
Please refer Annexure 4 to this report for the particulars
required to be disclosed pursuant to Rule 12 (2) of the Companies (Share
Capital and Debentures) Rules, 2014 and Clause 14 of SEBI (Share Based
Employee Benefits) Regulations, 2014.
Vigil Mechanism / Whistle Blower Policy:
To ensure that the activities of the Company and its employees are
conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil
Mechanism/ Whistle Blower Policy. This policy is explained in Corporate Governance Report
and is also hosted on the website of Company at www.praj.net.
Details of policy developed and implemented by the Company on its
Corporate Social Responsibility initiatives:
Kindly refer Annexure 2 to this Report.
Particulars of loans, guarantees or investments made under section 186
of the Companies Act, 2013:
Loans, Guarantees and Investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements provided in this
Annual Report. (Please refer Note No 5 & 26 to the Standalone Financial Statements).
Contracts and arrangements with Related Parties:
All contracts / arrangements / transactions entered by the Company
during the Financial Year 2022-23 with related parties were in the ordinary course of
business and on an arm's length basis. Such transactions form part of the notes to
the financial provided in this Annual Report. (Please refer Note No 29 to the Standalone
Financial Statements).
During the year, the Company has not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions
which is available on the Company's website at www.praj.net
|