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Prataap Snacks Ltd.

BSE: 540724 | NSE: DIAMONDYD | Series: NA | ISIN: INE393P01035 | SECTOR: Food Processing

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Annual Report

For Year :
2018

Director’s Report

To the Members,

The Board of Directors (“Board”) is pleased to present the 9th Board Report of Prataap Snacks Limited (“Prataap” or “the Company” or “your Company”), for the financial year ended March 31, 2018 (“the year under review” or “the year” or “FY18”).

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Regulations”), this report covers the financial results and other developments during the financial year April 01, 2017 to March 31, 2018 and upto the date of the Board meeting held on August 7, 2018 to approve this report, in respect of Prataap and Prataap Consolidated comprising Prataap, its subsidiary and trust. The consolidated entity has been referred to as “Prataap Group” or “Your Group” or “the Group” in this report.

FINANCIAL HIGHLIGHTS

The Company reports a successful performance during the year. The consolidated income from operations of the Company increased to Rs.103,772.69 Lakhs compared to Rs.89,81 1.30 Lakhs in the previous year, registering a growth of 15.55%. Net profit after tax increased to Rs.4,417.73 Lakhs from Rs.2,057.72 Lakhs representing a growth of 114.69%. The standalone income from operations of the Company increased to Rs.103,091.86 Lakhs compared to Rs.89,811.30 Lakhs in the previous year, registering a growth of 14.79%. Net profit after tax increased to Rs.4,878.25 Lakhs from Rs.2,175.73 Lakhs representing a growth of 124.21%.

The financial performance of the Company for the year is given in the table below:

(Rs. in lakhs)

Particular

Consolidated

Standalone

2017-18

2016-17

2017-18

2016-17

Revenue from Operations

103,772.69

89,811.30

103,091.86

89,811.30

Profit Before Tax

6,166.06

1485.81

6,779.50

1,627.60

Less: Provision for Tax

1,529.89

341.96

1,526.82

341.96

Less: Deferred Tax

218.44

(913.87)

374.43

(890.09)

Net Profit after tax

4,417.73

2,057.72

4,878.25

2,175.73

Other Comprehensive Income

6.78

(24.50)

5.75

(24.50)

Surplus brought forward

8,061.97

6,028.75

8,699.28

6,548.05

Surplus carried forward

12,486.48

8,061.97

13,583.28

8,699.28

There has been no change in the nature of business of the Company.

INITIAL PUBLIC OFFERING

The directors are pleased to inform that the Initial Public Offer (“the IPO”) of 51,37,966 Equity Shares of face value of Rs.5/-(Rupee Five Only) consisting of Fresh issue of 21,32,196 Equity shares and Offer for sale of 30,05,770 Equity shares by way of book building process, received an overwhelming response from the investors. The Issue was opened on September 22, 2017 and closed on September 26, 2017.The issue was oversubscribed by 47.39 times, with QIB portion getting oversubscribed by 76.89 times, non-institutional portion by 101.15 times, the retail portion by 8.48 times and the employee portion by 1.50 times.

The Equity Shares offered through the IPO was at an Issue price of Rs.938 per Equity Share with an Employee Discount of Rs.90/- per Equity Share to the Eligible Employees Bidding in the Employee Reservation Portion.

The trading of equity shares of the Company commenced on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on October 5, 2017.

UTILISATION OF IPO PROCEEDS

The proceeds of the funds raised through IPO by the Company are being utilized as per the Objects of the Issue. The disclosure compliance with the Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter refer to as “the Listing Regulations”) is as under:

Amount in Rs. lakhs

Sr. No.

Particulars

Planned utilization

Utilised upto March 31, 2018

Unutilised as at March 31, 2018

Deviation (if any)

1.

Repayment/pre-payment of borrowings

5,098.20

3,700.00

1,398.20

Nil

2.

Funding capital expenditure requirements

6,699.80

-

6,699.80

Nil

3.

Investment in subsidiary for repayment/prepayment of borrowing

2,937.00

2,937.00

-

Nil

4.

Marketing and brand building activities

4,000.00

-

4,000.00

Nil

5.

General corporate purposes

5,025.10

3,200.00

1,825.10

Nil

Total

23,760.10

9,837.00

13,923.10

There has been no deviation in the utilization of the IPO proceeds by the Company. The unutilized IPO proceeds as on March 31, 2018, were invested in deposits with scheduled commercial banks.

DIVIDEND

Your directors are pleased to recommend a dividend at the rate of 20% i.e. Rs.1 (One) per equity share of face value of Rs.5 (Five).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy given in “Annexure I”, the policy is also available on the Company’s Website viz. www.yellowdiamond.in.

RESERVES

For the financial year ended March 31, 2018, the Company do not propose to carry any amount to General Reserve Account, however Rs.4878.45 Lakhs has been taken to surplus in the statement of profit and loss.

CHANGES IN SHARE CAPITAL

a) Authorised share Capital

During the year the authorised share capital was change from 5,00,00,000 Equity share of ‘1/- each and 15,504, 0.001% Compulsorily Convertible Preference Shares (“CCPS”) of ‘100 to 3,00,00,000 Equity shares of ‘5/- each.

b) Paid up share Capital

Conversion of CCPS to Equity

During the year 15,504, 0.001% CCPS of Rs.100 were converted into 69,30,240 Equity Shares of Rs.1/- each.

Consolidation

The entire paid up capital was consolidated into 51,96,960 Equity Shares of Rs.5/- each from 2,59,84,800 Equity shares of Rs.1/- each.

Bonus share

During the year under review, your Company issued Bonus shares of 1,55,90,880 equity shares of Rs.5/- to existing shareholders in the ratio of 3 new equity shares of Rs.5/- to holder of 1 equity share of Rs.5/-.

Private Placement

During the year Company has issued 5,33,000 equity shares of Rs.5/- each on private placement basis to shareholders other than existing shareholders.

Initial Public Offer

During the year Company has issued 21,32,196 equity shares of Rs.5/- each in IPO as a fresh issue.

INFORMATION AND DETAILS OF SUBSIDIARY COMPANY:

INFORMATION:

S.

Name

Status of wholly

Date of becoming wholly

Date of ceasing as

No

owned Subsidiary

owned Subsidiary

Subsidiary wholly owned

1.

Pure N Sure Food Bites Private Limited

Indian Company

January 8, 2015

NA


DETAILS:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a wholly owned subsidiary Company is given as “Annexure II”.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Indian Accounting Standard 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary

Further all the necessary details of wholly owned subsidiary are attached herewith in form AOC 1 in “Annexure II”.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of the loans, guarantees and investments covered under the Section 186 of the Act, are given in the notes to the standalone financial statement of the Company

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions in Note No.40 of the Standalone Financial Statements.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

APPOINTMENTS

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act and Listing Regulations. Further during the year the company has not appointed any new director.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Arvind Mehta (DIN: 00215183), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommended his re-appointment for your approval.

A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

KEY MANAGERIAL PERSONNEL

There were no changes in the Key Managerial Personnel during the year.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149 of the Companies Act, 2013 and pursuant to Regulation 25 of the Listing Regulations., that he/she meets the criteria of independence under aforesaid act and regulation.

FAMILIARIZATION PROGRAMME

The Company has conducted familiarization programme for the Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations. The Company has conducted the programme to familiarize them with their roles, rights and responsibility as Directors, working of your Company, nature of the industry in which your Company operates, business model etc. The details of the familiarization programme are available on the website of the Company at www.yellowdiamond.in

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

BOARD MEETINGS

The Board of Directors met seven times during the financial year under review. The details of the Board meetings and the attendance of Directors details are provided in the Corporate Governance Report forming part of the Annual Report.

AUDIT COMMITTEE

The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Companies Act, 2013 and pursuant to Regulation 18 of the Listing Regulations. The Audit Committee comprises of:

Name of members

Category

Position

Mr. Vineet Kumar Kapila

Independent Director

Chairman

Mr. G.V Ravishankar

Non-Executive / NonIndependent Director

Member

Mrs. Anisha Motwani

Independent Director

Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The terms of reference of the Audit Committee and the particulars of meetings held and attendance details are mentioned in the Corporate Governance Report forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee comprises:

Name of members

Category

Position

Dr. Om Prakash

Independent Director

Chairman

Manchanda

Mr. Vineet Kumar Kapila

Independent Director

Member

Mr. V.T. Bharadwaj

Non-Executive / NonIndependent Director

Member

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance detials are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has Nomination and Remuneration Policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. There is no change done in the policy during the financial year under review. Further the policy is available on the Company’s Website viz. www.yellowdiamond.in

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises of:

Name of members

Category

Position

Mr. Haresh Ram Chawla

Independent Director

Chairman

Mr. Vineet Kumar Kapila

Independent Director

Member

Mrs. Anisha Motwani

Independent Director

Member

Mr. Arvind Mehta

Executive Director

Member

Mr. V.T. Bharadwaj

Non-Executive / NonIndependent Director

Member

The terms of reference of the Stakeholder Relationship Committee and the particulars of meetings held and attendance details are mentioned in the Corporate Governance Report forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate and Social Responsibility committee in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Corporate Social Responsibility Committee comprises of:

Name of members

Category

Position

Mrs. Anisha Motwani

Independent Director

Chairperson

Mr. Haresh Ram Chawla

Independent Director

Member

Mr. Arvind Mehta

Executive Director

Member

Mr. Amit Kumat

Executive Director

Member

Mr. V.T. Bharadwaj

Non-Executive / NonIndependent Director

Member

The terms of reference of the Corporate Social Responsibility Committee and the particulars of meetings held and attendance details are mentioned in the Corporate Governance Report forming part of the Annual Report. The Committee has adopted the Corporate Social Responsibility policy (“CSR Policy”) which enables company

- to undertake/promote directly or indirectly programmes that benefit the community;

- help fulfil social responsibilities;

- to provide general charities;

- maintain an eco-friendly and harmonious environment. is entrusted with the responsibility of:

The committee has not made any changes in the CSR policy during the year under review. Further the CSR Policy is available on the Company’s Website viz. www.yellowdiamond.in.

The brief outline of the Company’s CSR initiatives undertaken during the year under review is disclosed in “Annexure III” in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

RISK MANAGEMENT

Pursuant to Regulation 21 of the Listing Regulations, the Board has constituted Risk Management Committee to frame, implement and monitor risk management plan of the Company. The Board has adopted the Risk Management Policy and guidelines to mitigate foreseeable risks, avoid events, situations or circumstances, which may lead to negative consequences on the Company’s businesses. The major risks identified are systematically approached through mitigating actions on continual basis. Risk evaluation is an ongoing and continuous process within the Company and it is regularly updated to the Board of the Company.

The Risk Management Committee has been entrusted with the responsibility to assist the Board in overseeing and approving the Company’s enterprise wide risk management framework.

The said Committee comprises of:

Name of members

Category

Position

Dr. Om Prakash Manchanda

Independent Director

Chairman

Mr. Haresh Ram Chawla

Independent Director

Member

Mr. Amit Kumat

Executive Director

Member

Mr. G.V Ravishankar

Non-Executive / NonIndependent Director

Member

The terms of reference of the Risk Management Committee and the particulars of meetings held and attendance details are mentioned in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) & Section 134(5) of the Companies Act, 2013 the board of directors of the Company confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 were adequate and operating effectively.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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 in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ‘Whistle Blower Policy’ for Directors and employees to bring to the Company’s attention, instances of unethical behaviour, actual or suspected incidents of fraud that could adversely impact your Company’s operations, business performance and / or reputation.

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. It is your Company’s Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The policy is also available on the website of the Company viz www.yellowdiamond.in.

The committee did not receive any complain during the year 2017-18.

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of all Committees of the Board for the year under review.

The performance of the Board as a whole and of its Committees was evaluated by the Board through structured questionnaire, which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. the performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors.

In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on December 13, 2017 to review:

- The performance of Non- Independent Directors (including the Chairperson);

- The performance of the Board as a whole and its Committees thereof, taking into views of Executive and Non-executive Directors: and

- To assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Performance evaluation of the Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details 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 are provided in the prescribed format and annexed herewith as “Annexure IV” to this report.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company for inspection and shall be made available to any shareholder on request.

AUDITORS AND AUDITORS’ REPORT

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2018

The Auditors’ Report for the financial year ended March 31, 2018 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further a certificate has also been obtained from the Auditors to the effect that the Company is in compliance with the conditions of Foreign Direct Investment for the downstream investment made by the Company in wholly owned subsidiary of the company.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2018

The Secretarial Audit Report, pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, was obtained from M/s Ritesh Gupta & Co., Practicing Company Secretaries in Form MR-3 for the financial year 2017-18. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. The said Report is disclosed under “Annexure V” and forms part to this report.

STATUTORY AUDITORS

At the Annual General Meeting held on August 7, 2014, M/s. SRBC & Co. LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003) were appointed as statutory auditors of the Company to hold office till the conclusion of tenth Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification# at every Annual General Meeting. Accordingly, the appointment of M/s. SRBC & Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

# As per notification dt. May 7, 2018 issued by Ministry of Corporate Affairs, ratification of Statutory Auditor in every Annual General Meeting will not require. As a part of previous shareholder’s approval for appointment of Statutory Auditor of the Company, subject to ratification at every Annual General Meeting, Your Company incorporates ratification of Statutory Auditors as part of notice of this Annual General Meeting only.

INTERNAL AUDITORS

M/s. Grant Thornton India LLP, Chartered Accountants, Mumbai perform the duties of internal auditors of your Company and their report is reviewed by the Audit committee.

COST AUDITORS

Provisions of Section 148 of the Companies Act, 2013 read with Rules made under Companies (Cost Account and Audit) Rules, 2014 were not applicable on the Company. Hence Company has not appointed any Cost Auditor during the year

OTHER DISCLOSURES

Other disclosures as per the provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 in accordance with Section 92(3) of the Act, read with the Companies (Management and Administration) Rules, 2014, are enclosed as “Annexure VI” to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The particulars as required to be furnished as per the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo are disclosed under “Annexure VII” which forms part of this Report.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Corporate Governance is provided together with the Certificate from the statutory auditors confirming compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, a report on Management Discussion & Analysis is attached separately, which forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Company’s sustainability initiatives as provided in the Business Responsibility Report are in line with the key principles enunciated in “National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business” framed by the Ministry of Corporate Affairs. Pursuant to the provisions of Regulation 34 of the Listing Regulations, the said report is attached separately, which forms part of this Annual Report.

SECRETARIAL STANDARDS COMPLIANCE

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2017-18, the Company received 2 complaints on sexual harassment and the same were disposed off to the satisfaction of the complainant.

GREEN INITIATIVES

The Company sends the Annual Report to its members in electronic form, whose email addresses are registered with the Company/Depository Participants(s). For members who have not registered email addresses, physical copies are sent in the permitted mode.

In case of any change in your email address, you are requested to please inform the same to your Depository (in case you hold the shares in dematerialized form) or to the Company/RTA (in case you hold the shares in physical form).

HUMAN RESOURCE

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

Your Company recognizes people as its most valuable asset and your Company has kept a sharp focus on Employee Engagement. Your Company’s Human Resource is in commensurate with the size, nature and operations of your Company. As on March 31, 2018. The Company’s Industrial Relations continued to be harmonious during the period under review.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

1. Deposits covered under Chapter V of the Companies Act, 2013;

2. 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;

3. Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company’s operations in future;

4. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

5. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company.

6. During the period under review, the Company has not bought back any of its securities/ has not issued any sweat equity shares / has not provided any Stock Option Scheme to its employees, / has not issued any equity shares with differential rights.

7. There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

8. There was no revision of the previous year’s financial statements during the financial year under review.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers, vendors and shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff and workers of the Company

For and on behalf of the Board of Directors of

Prataap Snacks Limited

ARVIND MEHTA AMIT KUMAT

Chairman and Managing Director and

Executive Director Chief Executive Officer

DIN: 00215183 DIN: 02663687

Place : Indore

Date : August 7, 2018

Director’s Report