|
Dear Shareholders,
Your Board of Directors has pleasure in presenting the 44th Annual Report on
the business & operations of the Company together with the Audited Statements of
Financial Accounts for the year ended 31st March, 2025. FINANCIAL RESULTS
|
For the year ended 31st March, 2025 |
(Rs. in Crores) For the year ended 31st March, 2024 |
| Net Sales |
4014.35 |
3677.77 |
| Other Income |
25.47 |
63.79 |
| Total Income |
4039.82 |
3741.56 |
| EBITDA |
544.99 |
556.43 |
| Depreciation |
142.70 |
152.80 |
| Financial Expenses |
46.34 |
57.46 |
| Profit before exceptional items and tax |
355.95 |
346.17 |
| Exceptional Items |
- 350.20 |
|
| Less: Transferred from General Reserve |
- - (350.20) - |
|
| Provision for Taxes (earlier year) 0.50 |
(2) |
|
| Profit after tax |
355.45 |
348.17 |
| Other Comprehensive Income |
(7.60) |
(4.90) |
| Total Comprehensive Income |
347.85 |
343.27 |
PERFORMANCE
During the year under review, the Company has achieved Net Sales of Rs.4014.35 crores
as against Rs.3677.77 crores in the previous financial year registering growth of 9%. The
EBITDA for the year was Rs.544.99 crores as against Rs.556.43 crores in the previous year.
After providing for interest, depreciation and tax, the Profit after Tax of the Company
grew by 2% from Rs.348.17 crores to Rs.355.45 crores resulting an EPS of Rs.19.85. EBITDA
and PAT in the previous financial year included profit of Rs.37 crores from sale of some
assets.
During the year the Company has achieved its highest ever sales volume of 9.78 lakhs
tonnes registering growth of ~14% over the last fiscal. Further, the Company is pleased to
inform that on 15th February, 2025, the Company had started the coal extraction
and despatches from its Bhaskarpara Coal mine to its integrated steel plant. During the
period, the Company extracted 76,351 MT of coal from the mine.
FUTURE PROSPECTS
The Company is likely to achieve the coal extraction target of ~1 million tonnes in the
very first full year of its operation i.e. FY2025-2026. The supplies of coal from the mine
shall result in substantial cost reductions and lead to higher efficiencies in the plant
operations. As such, the Company is likely to achieve steel production of over 1 million
tonnes in this year.
DIVIDEND
After a thorough evaluation of the financial performance for the year ending 31st
March, 2025, the Board has proposed a dividend of Rs.1.50 per Equity Share of Rs.10 each.
This decision reflects our commitment to delivering value to our shareholders while
maintaining prudent financial management. Additionally, we have established a
comprehensive Dividend Distribution Policy, accessible on our Company website at
www.prakash.com outlining our approach to dividend distribution and shareholder returns.
ENVIRONMENT
The Company has always prioritized the Environmental Protection and Sustainable
Development as its highest responsibility and has placed significant emphasis on
environmental, legal, and regulatory obligations, Corporate Social Responsibility (CSR),
delivery of quality products, and ensuring healthy and safe workplace for all employees
&stake holders. The Company is dedicated to address all environmental, quality,
safety, and social issues through its Integrated Management System (IMS) Policy and
ensuring its effective implementation and compliance at all levels in its operations. The
IMS policy of the Company is designed with a comprehensive and organized approach aimed at
achieving goal of sustainable advancement of the organization. Environmental
considerations are integrated into all business decisions and processes from the design
phase itself. The Company is committed to enhance its environmental performance by
reducing its ecological footprint through regular assessments of its Environmental policy
and accordingly taken necessary initiatives for a cleaner environment, including up-
gradation of the equipments with the latest environmental protection technologies.
In addition to adhering to all relevant environmental regulations, the Company has
implemented the following initiatives to achieve a clean and sustainable environment:
implementation of Iso-14001 as part of the IMS policy
Strictly following environmental regulations.
Installation of latest technology Pollution Control Systems to effectively
control Air and Water Pollution.
Implementation of cleaner technologies to minimize fuel and water usage in plant
operations while achieving Zero Liquid Discharge (ZLD) status.
To conserve natural resources, Coal char produced from the Sponge Iron Plant is
utilized as fuel in the Captive Power Plant. Additionally, metals recovered from waste
slag are reused and recycled in steel production to save natural resources and energy.
Other waste materials from the Sponge Iron Division, such as Cooler Oversize and Accretion
Material, are also used as Raw Material in the SAF Division to further conserve the
natural resources.
Proper handling of hazardous waste, solid waste, biomedical waste, battery waste
and e-waste through licensed recyclers in accordance with CPCB regulations.
Ensurance of proper insulation on the ESP and duct lines to minimize energy loss
and heat losses.
Installation and successful operations of Online Continuous Emission and
Effluent Monitoring Systems.
A comprehensive green belt development planned both inside and outside the
factory premises to promote a clean and green environment around the plant.
Regular Environment and Safety audit and monitoring is being done by environment
and safety team.
Bag filters with latest technologies are in place to control emissions within
statutory norms along with regular replacements of filter bags to improve efficiency of
the Bag filters.
Celebration of Earth Day, Ozone Day, and World Environment Day for awareness
amongst the employees.
Company organises various training and awareness program on Environment on
regular basis for all employees to enhance the awareness on environment and to develop a
clean work environment and sustainable place to work.
Various competitions like Poster slogan and various fun activities are organized
on national Safety Day and
World environment day celebration to ensure participation of all employees &
awareness.
SAFETY
"SAFETY" has always been the Company's top priority in all aspects of its
operations. By effectively implementing the IMS Policy, providing all safety PPE and
Gadgets, ensuring safe working conditions and practices in the operations, the Company is
dedicated to providing a safe and healthy work environment to ensure the safety of its
employees, contractors, visitors & all stake holders.
In compliance with ISO 45001, the Company has created Safety Standards, SOPs, Safety
Manual systems, and procedures that address occupational health, employee safety emergency
preparedness and hygiene.
Through employees involvement, capability building, integration of safety management
systems and Emergency Preparedness Planning, the Company seeks to enhance health, hygiene
and safety standards to eliminate potential hazards and to ensure the safe and healthy
work environment.
The Company has a well-organised system in place for reviewing safety policies, goals,
and targets on a regular basis, in order to make continuous improvements through proactive
approach and remedial measures towards safety, Health and Hygiene.
A few of the actions taken by the Company to ensure the desired safety in the plant
included the following:
Regular evaluation of safety protocols, aims, and goals for enhancements of
safety standards through corrective and preventive actions.
Providing a safe and healthy workplace by implementing a "Zero
Accident" policy.
Providing suitable personal protective equipments to employees, contractors,
visitors & other stake holders.
Supplied fire fighting equipment, fire hydrant systems, fire tenders, and also
ensured a skilled fire fighting team in the Plant to manage crises.
Achieved the highest safety standards and best industrial practices while
adhering to the requirements of the applicable laws.
Regular Safety Induction Training and Work-related Safety Training to all
employees and contractor personnel consistently by tool box talks and shop floor training.
Company has established the well equipped
Occupational Health Centre with qualified Doctors, Nursing Staff, Radiologist,
Pathologist and well equipped Lab for providing the best medical facilities to its
employees, contractors & stake holders.
The Regular Medical check up of all employees including Contractors are being
done in the Occupational Health Center of the Company.
Testing of pressure vessels and lifting tools as per statutory requirements.
Ensuring the Use of Appropriate PPE and Safe work practice be all employees.
Conducting the training and tool box talk apart from the Safe work practice and
SOPs in all divisions.
Regular Safety and Environment Audit are organised to ensure that all safety and
environment policy and procedures are being implemented.
Safety day celebration including fun games like Safety Snake and Ladder game,
Nukad Naatak is also organised for all employees and awarding them as safety hero, Best
safety model & Best safe working area to motivate them towards safety.
Celebration of National Safety Day and promoting various activities like Poster
making, slogans and drawing competitions, Plant model preparation etc. to ensure their
active involvement.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Since the conclusion of the financial year on 31st March 2025, there have
been no material changes or commitments that would significantly affect the Company's
financial position. No substantial adjustments to assets, liabilities, or financial
obligations have been recorded during this period.
We further confirm that there has been no alteration to the fundamental nature of the
Company's operations. This continuity reflects the strength and resilience of our business
model and reinforces our ongoing commitment to delivering consistent value and reliability
to our stakeholders.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the reporting period, no significant or material orders were passed by any
regulatory authority or court that could adversely affect the Company's going concern
status or future operations. This reflects the stability and predictability of the
regulatory framework governing the Company's activities, offering a positive outlook for
its ongoing business prospects. The Company remains steadfast in its commitment to
regulatory compliance and in safeguarding the long-term sustainability of its operations.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company's policy for determining material subsidiaries is readily accessible for
stakeholders and interested parties at www.prakash.com.
AMOUNT CARRIED TO ANY RESERVE (IF ANY)
During the financial year ended 31st March, 2025 the Company had not carried
any amount to any reserve from its Profit & Loss account.
AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to applicable provisions of the Companies Act, 2013 ("Act") read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules") the Company transferred an amount of
Rs.9,58,462.80 to the IEPF in respect of dividends pertaining to 9,98,399 equity shares
that had already been transferred to the IEPF. CORPORATE SOCIAL RESPONSIBILITY AND
GOVERNANCE COMMITTEE
The Company upholds a strong commitment to sustainable community development,
recognizing it as a key driver in fostering harmony between industries and the communities
in which they operate. In alignment with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, CSR is deeply integrated into the Company's vision and policy
framework. With a particular focus on supporting underprivileged and vulnerable
populations, the Company implements a wide range of initiatives in the areas of
socio-economic development, education and healthcare.
A significant portion of the Company's CSR outlay is allocated to ISKCON, a
organization dedicated to addressing food insecurity among marginalized communities.
ISKCON utilizes the funds primarily to provide meals to individuals and families in need,
thereby directly contributing to improved health and well-being. Other CSR activities are
meticulously planned, executed, and overseen by designated committees or the Board to
ensure strategic alignment with both regulatory requirements and community-specific needs.
Through these concerted efforts, the Company strives to make a lasting and meaningful
impact on society, promoting inclusive and sustainable development.
Water Sustainability Initiatives: The Company has initiated several water
resource management projects aimed at enhancing access to clean and safe water. These
include the installation of drinking water systems, construction of drainage networks,
restoration of local ponds, and the development of hygienic bathing
infrastructure-significantly contributing to improved public health and sanitation.
Environmental Stewardship: In support of ecological conservation and community
cleanliness, the Company has undertaken large-scale environmental initiatives such as the
establishment of green belts, road cleaning drives, and public awareness campaigns on
hygiene and sustainability. These efforts are aligned with national priorities such as the
Swachh Bharat Abhiyan and underscore the Company's dedication to environmental
responsibility.
Educational Advancement: Recognizing education as a key enabler of social
progress, the Company runs programs that support academic and vocational development.
These include awareness campaigns, infrastructural support to schools, provision of
educational materials, and apprenticeship training opportunities for local youth to
enhance their employability.
Community Health & Wellness: The Company places a strong emphasis on
preventive and primary healthcare through initiatives designed to reach under served
populations. Activities include the organization of medical camps, distribution of
essential medical aids, provision of ambulance services, and health awareness drives-all
contributing to the overall health and resilience of the community.
Empowering Women: Through dedicated programs aimed at promoting gender equity,
the Company supports women's empowerment by facilitating skills training and livelihood
opportunities. These initiatives aim to strengthen socio-economic inclusion and foster
long-term self-reliance among women..
Animal Care Initiatives: Recognizing the integral role of animal welfare in
societal well-being, the Company undertakes activities aimed at supporting and
safeguarding animals, thereby contributing to a more compassionate and balanced community
environment.
These diverse and well-structured initiatives reaffirm the Company's unwavering
commitment to corporate social responsibility and its strategic focus on delivering
sustainable, long-term benefits to the communities it engages with.
To ensure effective governance and oversight, the Company has constituted a dedicated
Board-level Corporate Social Responsibility (CSR) Committee. This Committee is entrusted
with formulating, monitoring, and guiding the execution of CSR strategies in line with
applicable statutory provisions and the Company's broader sustainability vision.
Comprehensive details regarding the composition of this Committee, along with records of
its meetings, are provided in the Corporate Governance Report, which forms an integral
part of this Annual Report.
In addition, the Company's CSR Policy-detailing its objectives, focus areas, and
implementation framework-is publicly available on the Company's website at
www.prakash.com, ensuring transparency and account ability.
A detailed account of the Company's CSR activities, outcomes and financial
contributions is presented in Annexure I of this Report, offering stakeholders a clear and
holistic view of the impact and reach of the Company's social initiatives.
Board Evaluation
During the financial year, a structured and formal evaluation of the performance of the
Board, its Committees and individual Directors was carried out in accordance with the
applicable provisions of the Companies Act, 2013, the Rules framed thereunder and the
corporate governance standards outlined in Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The evaluation process was also guided by
the principles and best practices articulated in SEBI's Guidance Note on Board Evaluation
and relevant circulars.
As part of this process, separate meetings of the Independent Directors were convened
to undertake a critical assessment of the performance of Nonindependent Directors, the
Board as a collective body and the functioning of its various Committees. The performance
of the Chairman was also evaluated independently, incorporating feedback from Executive
Directors.
The evaluation encompassed parameters such as strategic leadership, board dynamics,
quality of deliberations, adherence to fiduciary duties and the effectiveness of
governance oversight. This rigorous and transparent review mechanism reflects the
Company's commitment to strengthening board performance, promoting continuous improvement
and reinforcing the highest standards of corporate governance.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF
During the financial year 2024-25, a structured record of all Board Meetings and
Committee Meetings convened was maintained, detailing the dates of each meeting along with
the attendance of every Director. This information has been systematically compiled and
presented in the Corporate Governance Report, which forms an integral part of the Annual
Report. The document not only outlines the frequency and conduct of meetings but also
reflects the Directors' commitment to fulfilling their fiduciary and oversight
responsibilities.
The Corporate Governance Report serves as an important reference point, offering
stakeholders clear insights into the functioning and governance practices of the Board and
its Committees. It captures essential information such as quorum management,
agenda-setting processes, deliberations undertaken, decision-making procedures and the
manner in which governance responsibilities have been discharged throughout the year.
By transparently disclosing attendance records and meeting details, the Company
underscores its unwavering commitment to principles of sound corporate governance,
accountability, and responsible leadership. Such disclosures also demonstrate the active
engagement of the Board in strategic oversight, risk management, and ensuring that the
interests of all stakeholders are effectively safeguarded.
Stakeholders are encouraged to refer to the Corporate Governance Report for a
comprehensive account of the Board's performance, governance structures and the Company's
continuous efforts to uphold and strengthen the principles of good corporate governance. DECLARATION
BY INDEPENDENT DIRECTORS In accordance with the provisions of Section 149(7) of the
Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as well as Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has duly obtained formal
declarations and confirmations from all its Independent Directors. These declarations
explicitly affirm that each Independent Director continues to meet the prescribed criteria
of independence as defined under the applicable laws and regulatory frameworks.
The confirmations further underscore the Directors' integrity, objectivity, and
continued commitment to upholding the highest standards of ethical conduct and corporate
governance. In addition to statutory compliance, these declarations also reflect the
Company's proactive approach toward ensuring that its Board composition remains balanced,
unbiased and fully aligned with the evolving expectations of shareholders and other
stakeholders.
All such disclosures have been duly reviewed and noted by the Board and form part of
the Board's continuous monitoring process to ensure that the independence and
effectiveness of the Independent Directors are maintained without compromise. This
reinforces the Company's emphasis on transparency, board accountability, and adherence to
globally benchmarked governance practices.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In line with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has diligently implemented a robust
Familiarization Programme designed to provide Independent Directors with comprehensive
insights into various facets of the Company's operations, governance structure and the
broader industry landscape. This initiative ensures that Independent Directors are
thoroughly acquainted with the Company's roles, rights and responsibilities as well as the
specific regulatory environment in which the Company operates, including key updates from
the Companies Act, 2013 and relevant SEBI regulations.
The program covers essential areas such as the Company's coal mining operations, steel
plant activities and other critical business segments, alongside the latest regulatory
changes that impact corporate governance. This includes familiarization with the
regulatory updates under the Companies Act, 2013 and the evolving requirements under
SEBI's corporate governance norms. The sessions focus on enhancing Directors'
understanding of the Company's operational strategies, industry trends and the strategic
goals within its respective sectors.
By providing in-depth exposure to the coal and steel industriesalong with the
operational nuances of eachthe programme ensures that Independent Directors are well-
equipped to effectively oversee the Company's strategies and operations. The goal is to
empower them to contribute meaningfully to governance processes, while keeping pace with
regulatory developments and industry-specific dynamics.
The details of the familiarization sessions conducted during the year are made
available on the Company's website for stakeholder reference at www.prakash.com. This
initiative underscores the Company's ongoing commitment to upholding strong governance
practices by ensuring that Independent Directors are well-versed in both operational
intricacies and regulatory requirements, thereby enhancing their ability to offer informed
advice and robust oversight.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As per the provisions outlined in Section 203 of the Companies Act, 2013, the following
individuals serve as the Key Managerial Personnel (KMP) of the Company:
i) Shri Vikram Agarwal, Managing Director
ii) Shri Deepak Mishra, Chief Financial Officer
iii) Shri Arvind Mahla, Company Secretary
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Shri Vikram Agarwal retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment.
During the year, Shri Harsh Vardhan Agarwal was appointed as Independent Director of
the Company, effective from 1st April, 2024.
Smt. Purnima Gupta, Independent Director of the Company, concluded her tenure as
Independent Director effective from the close of business hours on 31st March,
2024, upon completing her second term of five years on the Board.
Shri Sunil Kumar, Independent Director of the Company, concluded his tenure as
Independent Director effective from the close of business hours on 03rd
February, 2025, upon completing his second term of five years on the Board.
BOARD COMMITTEES
The Committees of the Board of Directors have been duly constituted in accordance with
the provisions of the Companies Act, 2013, and the applicable rules framed thereunder.
Additionally, the composition and functioning of these Committees fully comply with the
requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time. Each Committee operates within the
defined scope and terms of reference approved by the Board, ensuring effective oversight
and governance in key functional areas such as audit, nomination and remuneration, risk
management, corporate social responsibility and governess and stakeholders relationship.
Regular meetings of these Committees are held to deliberate on matters falling within
their purview, and their recommendations are placed before the Board for its consideration
and approval, wherever required. DEPOSITS
During the year under review, the Company has not accepted any deposits.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors
affirms, to the best of their knowledge and ability, the following: i. The annual accounts
have been prepared adhering to the relevant standards without any material departures.
II. The selection and consistent application of accounting policies have been
undertaken diligently, coupled with prudent judgments and reasonable estimates, to ensure
an accurate portrayal of the Company's financial position and performance.
III. Adequate measures have been taken for the meticulous maintenance of accounting
records in accordance with statutory provisions, aimed at safeguarding the Company's
assets and detecting and preventing any instances of fraud or irregularities.
IV. The accounts have been prepared on the premise of the Company's ability to continue
its operations in the foresee able future, reflecting a going concern basis.
V. The Board has established internal financial controls that are deemed sufficient and
effective in ensuring the integrity of financial reporting and the protection of assets.
VI. Proper systems have been devised to ensure compliance with all applicable laws, and
these systems are considered adequate and operational. STANDALONEACCOUNTS
The Standalone financial statements for the year ended 31st March, 2025 have
been meticulously prepared in strict adherence to Indian Accounting Standards (Ind AS) as
prescribed under the Companies (Indian Accounting Standards) Rules, 2015. These statements
encompass comprehensive data for the reporting period, along with comparative data for the
corresponding period as at 31st March, 2024, ensuring consistency and enabling
stakeholders to assess the Company's financial performance and position effectively.
AUDITORS & AUDITORS REPORTS
i) Statutory Auditors
The Board of Directors has duly appointed M/s Chaturvedi & Co. LLP, Chartered
Accountants, (FRN:302137E/E300286) as the Statutory Auditors of the Company for a tenure
of five years, commencing from the 40th Annual General Meeting of the Company,
up to the conclusion of the 45th Annual General Meeting of the Company.
The Auditors in their Report to the members, have given one qualification and the
explanation of Board with respect to it in pursuant to section 134(3) (f) of Companies
Act, 2013 are as follows:
The net deferred tax liability computed in terms of Ind AS-12 "Income
Tax" amounting to Rs.3146 lakhs has been adjusted against Securities Premium Account.
This has been in terms of Hon'ble Punjab & Haryana High Court order dated 23rd
August, 2007.
ii) Secretarial Auditor
In compliance with the provisions of Section 204 of the Companies Act, 2013, read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed Shri Bhoopendra Kumar Bohra, Practicing Company Secretary
[ACS No. 62344, CP No. 23511], to undertake the Secretarial Audit for the financial year
2024-25.
The Secretarial Audit Report issued by Shri Bhoopendra Kumar Bohra, Practicing Company
Secretary, confirms that during the financial year under review, the Company has complied
with all applicable secretarial standards and legal provisions. The report does not
contain any qualification, reservation, or adverse remark. It forms an integral part of
this Annual Report and is annexed herewith as Annexure 2. Further, In compliance with the
provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, at its meeting held on 23rd May,
2025, subject to the approval of the shareholders, appointed Shri Bhoopendra Kumar Bohra,
Practicing Company Secretary (ACS No. 62344, CP No. 23511), as the Secretarial Auditor of
the Company for a term of five consecutive financial years commencing from the financial
year 2025-26.
iii) Cost Auditors
In accordance with the provisions of Section 148(1) of the Companies Act, 2013, read
with the Companies (Cost Records and Audit) Rules, 2014, the Company has duly maintained
cost records as prescribed by the Central Government. These records are meticulously
prepared and maintained to ensure accurate cost accounting and full regulatory compliance.
Pursuant to the recommendation of the Audit Committee and in line with the Company's
governance practice and statutory adherence, the Board of Directors, at its meeting held
on 23rd May 2025, approved the appointment of M/s. Rakshit & Associates,
Cost & Management Accountants (Firm Registration No. 101951), as the Cost Auditors of
the Company for the Financial Year 2025-26 to conduct the audit of cost records.
Further, as required under the provisions of Section 148(3) of the Companies Act, 2013,
a resolution seeking ratification of the remuneration payable to the Cost Auditors has
been included in the Notice convening the 44th Annual General Meeting of the
Company for approval by the shareholders, thereby reinforcing transparency and stakeholder
engagement in the governance process.
CHANGES IN CAPITAL STRUCTURE
During the financial year 2024-25, the authorized capital
and paid-up capital structure of the Company remained
unchanged.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details regarding loans, guarantees, investments made, and securities provided by
the Company, if any, are comprehensively disclosed in the notes accompanying the financial
statements within the Annual Report. This disclosure is in accordance with the provisions
stipulated under Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS [RPT]
During the financial year 2024-25, all Related Party Transactions undertaken by the
Company were carried out in the ordinary course of business and on an arm's length basis.
These transactions were in full compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"). The Company did not enter into any materially
significant Related Party Transactions with its Promoters, Directors, Key Managerial
Personnel or other related parties which could have a potential conflict with the
interests of the Company at large.
All related party transactions were duly reviewed and approved by the Audit Committee
and wherever applicable, by the Board of Directors. For transactions of a repetitive
nature, omnibus approval was obtained from the Audit Committee, as permitted under the
Listing Regulations. A comprehensive statement of related party transactions, including
the nature, terms, and conditions of each transaction, was placed before the Audit
Committee on a quarterly basis for its review.
In line with the Company's commitment to transparency and good governance, the Policy
on Materiality of Related Party Transactions and on dealing with Related Party
Transactions is available on the Company's official website at www.prakash.com .
Further, in compliance with the provisions of Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, and Regulation 34(3) and
53(f), Para A of Schedule V of the SEBI Listing Regulations, the requisite disclosure of
Related Party Transactions is annexed herewith as Annexure 3.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY In compliance with the provisions of
Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a robust Vigil Mechanism, supported by a comprehensive Whistleblower Policy.
This framework is designed to provide a secure and confidential channel for
Directors, employees and other stakeholders to report genuine concerns about unethical
practices, fraud, financial irregularities or any other form of misconduct.
The Vigil Mechanism aims to promote a culture of openness, integrity and accountability
across all levels of the organization. It ensures that individuals can raise concerns in
good faith without fear of retaliation, victimization or discrimination. The Policy
outlines a structured process for handling such disclosures, ensuring that all concerns
are investigated promptly, thoroughly and impartially.
To uphold transparency and ensure easy access, the Vigil Mechanism and Whistleblower
Policy are available on the Company's official website at www.prakash.com. NOMINATION
AND REMUNERATION POLICY The Company has constituted a Nomination and Remuneration
Committee in accordance with the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee
comprises only NonExecutive and Independent Directors, ensuring objectivity and
independence in decision-making.
During the financial year, the Nomination and Remuneration Committee convened to
discuss and decide on critical matters pertaining to the appointment, remuneration and
performance evaluation of Directors, Key Managerial Personnel and senior management.
Comprehensive details regarding the number of meetings held and the attendance record of
each Committee member are presented in the Corporate Governance Report, which forms an
integral part of this Annual Report. The Board of Directors has also adopted a Nomination
and Remuneration Policy to guide the Committee in its responsibilities. This policy
outlines the criteria for selection and evaluation of Directors and senior management and
the framework for determining their remuneration. The policy is available on the Company's
official website at www.prakash.com.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In accordance with the provisions of 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 requisite disclosures pertaining to the remuneration of Directors, Key
Managerial Personnel and other employees are provided in Annexure 4 to this Report.
Further, pursuant to the stipulations under Section 197(12) of the Companies Act, 2013,
read with Rules 5(2) and 5(3) of the aforementioned Rules, a separate statement containing
the names and other particulars of employees who were in receipt of remuneration exceeding
the prescribed limits during the financial year is appended as Annexure 4A to this Annual
Report.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has constituted a dedicated Risk Management Committee to identify, assess
and mitigate various risks associated with its business operations. The Committee
proactively evaluates risks related to plant operations and maintenance, financial
exposures, regulatory compliance and other organizational aspects. These risks are
systematically reviewed and monitored on an ongoing basis to enable timely and effective
risk mitigation measures.
The Company's internal control framework is designed to ensure the integrity of
financial reporting, operational efficiency and compliance with applicable laws,
regulations and internal policies. It includes well-defined Internal Financial Controls
that are periodically reviewed and updated to align with the Company's expanding scale of
operations and increasing business complexity. Comprehensive details regarding the
internal control environment, its effectiveness and risk mitigation initiatives are
provided in the Management Discussion and Analysis Report, which forms an integral part of
this Annual Report.
ANNUALRETURN
The draft Annual Return, as mandated by Section 92(3) and Section 134(3)(a) of the Act,
has been made available on the Company's website at www.prakash.com.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has a comprehensive Policy on Prevention, Prohibition and Redressal of
Sexual Harassment of Women at the Workplace, in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
This policy outlines the framework for addressing issues related to sexual harassment and
is designed to ensure a safe, respectfuland inclusive work environment for all employees,
regardless of gender.
The policy is widely disseminated and readily accessible to all employees and
stakeholders through the Company's official website at www.prakash.com.lt provides a clear
mechanism for lodging complaints and ensures fair and impartial inquiry procedures, while
also emphasizing prevention through awareness and sensitization initiatives.
During the financial year 2024-25, the Company did not receive any complaint under this
policy. This reflects the effectiveness of the Company's preventive measures and its
continued commitment to upholding a culture of dignity, respect and zero tolerance towards
any form of harassment in the workplace.
DISCLOSURE REQUIREMENTS In compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, along with
the Certificate issued by the Practising Company Secretary on compliance with Corporate
Governance norms and the Management Discussion and Analysis Report are annexed to this
Annual Report as Annexures 5, 5A, 5B, and 5C, respectively.
The Company has instituted robust internal systems and processes to ensure adherence to
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSl). These systems have been thoughtfully structured are considered adequate and
are effectively functioning to maintain the highest standards of corporate governance,
transparency and regulatory compliance across the organization.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report
(BRSR) forms an integral part of this Annual Report. The BRSR provides a comprehensive
overview of the Company's environmental, social and governance (ESG) initiatives,
reflecting its commitment to responsible and sustainable business practices.
The report highlights the Company's efforts towards sustainability, stakeholder
engagement, ethical conduct and long-term value creation. It reinforces the Company's
dedication to transparency, accountability and aligning its operations with globally
recognized ESG principles. The BRSR is annexed herewith as Annexure 6.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
In accordance with the requirements of the Companies Act, 2013, the detailed
particulars relating to the conservation of energy, technology absorption, research and
development activities, as well as foreign exchange earnings and outgo are annexed hereto
as Annexure 7. This comprehensive disclosure highlights the Company's ongoing commitment
to sustainable practices, continuous innovation and effective management of technology. It
also reflects our proactive approach to enhancing operational efficiency while engaging
with global markets through prudent foreign exchange management. ACKNOWLEDGMENTS
Your Directors wish to express their sincere and heartfelt gratitude to all
stakeholders, including our dedicated employees, trusted business partners and the
Company's bankers, for their unwavering support, steadfast commitment and invaluable
cooperation throughout the financial year 2024-25. Their collective efforts have played a
pivotal role in enabling the Company to navigate challenges and capitalize on
opportunities for sustainable growth.
We also extend our deepest appreciation to our esteemed investors for the continued
confidence and trust they have reposed in the Company. This faith serves as a strong
foundation that motivates us to consistently pursue our strategic objectives with
integrity, innovation and excellence.
The Directors acknowledge that it is through this collaborative spirit and shared
commitment that the Company has been able to progress on its journey toward creating
long-term value for all stakeholders. We remain dedicated to upholding the highest
standards of corporate governance, operational excellence and social responsibility as we
strive to realize our vision for the future.
Thank you for being an integral part of our success story and growth journey.
|
By Order of the Board |
Place : New Delhi |
Sanjay Jain |
Vikram Agarwal |
Dated : 23 rd May, 2025 |
Whole-time Director |
Managing Director |
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DIN 00038557 |
DIN:00054125 |
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