Prostarm Info Systems Ltd. ನಿರ್ದೇಶಕರ ವರದಿ
Your Directors hereby present the 19th Annual Report of the Company, accompanied by the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.
1. Financial summary & highlights:
The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the Financial Year ended March 31, 2026 and comparison with the previous Financial Year ended March 31, 2025 are summarised below:
|
(h in Lakhs) |
||||
|
Standalone |
Consolidated |
|||
|
Particulars |
Financial Yearended 31st March 2026 |
Financial Year ended 31st March 2025 |
Financial Year ended 31st March 2026 |
Financial Year ended 31st March 2025 |
|
Revenue from operations |
37,788.05 |
34,588.57 |
38,576.69 |
35,064.67 |
|
Other Income |
585.99 |
189.72 |
586.49 |
190.26 |
|
Total Income |
38,374.04 |
34,778.30 |
39,163.18 |
35,254.93 |
|
Total Expense |
33,702.15 |
30,644.61 |
34,725.64 |
31,357.11 |
|
Profit before tax |
4,671.90 |
4,133.68 |
4,437.54 |
3,897.82 |
|
Tax expenses (Current Tax & Deferred Tax) |
1,197.64 |
1,082.35 |
1,137.04 |
1,012.65 |
|
Profit after taxation |
3,474.26 |
3,051.33 |
3,300.50 |
2,885.18 |
|
Other Comprehensive Income (Net of Tax) |
(10.17) |
0.45 |
(9.98) |
2.52 |
|
Total Comprehensive Income for the period |
3,464.09 |
3,051 .78 |
3,290.52 |
2,887.70 |
|
Earnings per share (Face Value of 310) |
||||
|
Basic |
6.17 |
7.12 |
5.86 |
6.92 |
|
Diluted |
6.13 |
6.93 |
5.82 |
6.74 |
2. State of companyâs affairs / result of operations:
Standalone Financial Results:
⢠During the Financial Year under review, the Company achieved a standalone turnover of 5 37,788.05 Lakhs as compared to the 5 34,588.57 Lakhs in the previous Financial Year, thereby showing growth of 9.25%.
⢠The Company earned a net profit of 5 3,474.26 Lakhs as compared to 5 3,051.33 Lakhs in the previous Financial Year. Thereby showing growth of 13.86%.
Consolidated Financial Results:
⢠The Company achieved a consolidated turnover of 5 38,576.69 Lakhs as compared to the 5 35,064.67 Lakhs in the previous Financial Year. The growth in the consolidated turnover is 10.02%.
⢠The Company earned a consolidated net profit of 5 3,300.50 Lakh as compared to 5 2,885.18 Lakh in the previous Financial Year. The comparative growth was 14.39%.
3. Dividend:
After careful consideration of the Companyâs financial position, future growth plans, and the need to conserve resources, the Board of Directors has decided not to recommend any dividend for the Financial Year ended March 31, 2026.
Further, Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âSEBI Listing Regulationsâ), the Board of the Directors of the Company have approved and adopted the Dividend Distribution Policy, (âDividend Policyâ) of the Company. The Dividend Policy specifies various factors/ parameters to be considered while deciding to recommend or declare a dividend to the shareholders of the Company. The Dividend Distribution Policy of the Company is available on the Companyâs website at www.prostarm.com/ investor/corporate-governance/codes-policies.
4. Transfer to reserves:
The Board of Directors of the Company do not propose to transfer any amount to Reserves.
5. Subsidiaries, Joint Ventures, and Associates of the company:
a) Details of Subsidiaries:
As on 31 March 2026, the Company had Three (3) Subsidiaries as detailed below:
|
Sr. No. |
Name of the Subsidiary |
CIN |
Date of creation of interest |
Nature of Interest |
|
1 |
Prostarm |
U29308PN202 |
17-06- |
Wholly- |
|
Energy |
1PTC202708 |
2021 |
Owned |
|
|
Systems Private |
Subsidiary |
|||
|
Limited |
||||
|
2 |
Prostarm |
U27200MH2025 |
CD 1 O 00 1 |
Wholly- |
|
Bihar BESS |
PTC454666 |
2025 |
Owned |
|
|
Private Limited |
Subsidiary |
|||
|
3 |
Prostarm |
U27200MH2025 |
09-09- |
Wholly- |
|
Karnataka |
PTC456637 |
2025 |
Owned |
|
|
BESS Private Limited |
Subsidiary |
b) Financial Performance of Subsidiaries:
Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance, and financial position of the subsidiary is given in âForm No. AOC-1â as âAnnexure-Iâ to this Report.
Further, in accordance with the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements together with relevant documents has been placed on the website of the Company at www.prostarm.com/ investor/investors-information.
c) Joint Venture & Associate Company:
As on March 31, 2026 the Company did not have any Joint Venture/Associate Company(ies) within the meaning of Section 2(6) of the Companies Act, 2013.
6. Deposits:
During the year under review, the Company has not accepted any deposits from the public/ members within the meaning of Section 73 and other applicable provisions of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on March 31, 2026.
7. Share capital:
a) Authorised Share Capital:
During the year under review, there was no change in the authorised share capital of the Company. As on March 31, 2026, the Authorised
Share Capital of the Company was 5 66,00,00,000 (Rupees Sixty-Six Crores Only).
b) Paid-up Share Capital:
Since there was primary issuance of shares, the paid-up share capital of the Company has been increased from 5 42,87,45,920/- (Rupees Forty-Two Crore Eighty-Seven Lakh Forty-Five Thousand Nine Hundred Twenty only) to 5 58,87,45,920/-(Fifty-Eight Crore Eighty-Seven Lakh Forty-Five Thousand Nine Hundred Twenty). The equity shares were allotted to eligible applicants on June 02, 2025 and the listing and trading of the Companyâs shares commenced on June 03, 2025 on BSE Limited (âBSEâ) and the National Stock Exchange of India Limited (âNSEâ).
Currently, out of the total paid-up share capital of the Company, 72.82% is held by the Promoter & Promoter Group and the balance of 27.18% is held by Public. All the shares of the Company are in dematerialized form.
Further, during the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock options or sweat equity under any scheme.
c) Initial Public Offering:
During the Financial year 2025-26, the Company successfully launched an Initial Public Offer (âIPOâ) of 1,60,00,000 Equity Shares (âEquity Sharesâ) having face value of 5 10/- each at a price of 5 105/- per Equity Share, including premium 5 95/-of per Equity Share aggregating 5 16,800/- Lakhs comprising of whole issue was fresh issue. The Board remains grateful to all investors for their overwhelming response to the IPO.
The Equity Shares of the Company have been listed on BSE Limited (âBSEâ) and the National Stock Exchange of India Limited (âNSEâ) w.e.f June 03, 2025.
8. Directors and key managerial personnel:
I. Director liable to Retire by Rotation:
Mr. Ram Agarwal (DIN: 01739245), Whole Time Director & CEO of the Company, is liable to retire by rotation at the ensuing 19th Annual General Meeting (âAGMâ) pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offers himself for re-appointment, on the recommendation of the Nomination & Remuneration Committee (âNRCâ) and Board of Directors of the Company.
Particulars in Pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standards - 2 on General Meetings brief details of Mr. Ram Agarwal is provided as an Annexure to the Notice of the Annual General Meeting.
II. Resignation:
During the year under review, Mr. Raghu Thammannashastri (DIN: 03331642), Whole Time Director of the Company tendered his resignation from the office of Whole-Time Director with effect from November 30, 2025 due to health issue and other commitments. The Board places on record its deep appreciation for the invaluable contribution and guidance provided by Mr. Raghu Thammannashastri during his tenure on the Board.
Except as mentioned above there were no changes in Composition of the Board of Directors.
III. Key Managerial Personnel:
Except the resignation of Mr. Raghu Thammannashastri being the Whole - Time Director, there were no changes in the Key Managerial Personnel of the Company.
9. Change in the nature of business:
There was no change in the nature of business during the Financial Year under review.
10. Employee stock option scheme and share based employee benefits:
The Company has implemented the Employee Stock Option Scheme, 2024 (âESOP 2024â) to enable employees to participate in the value they help create for the Company. The Scheme was approved by the Board of Directors and the Members of the Company at their meetings held on September 17, 2024, and September 18, 2024, respectively, and has been implemented in accordance with applicable laws. The Nomination and Remuneration Committee is responsible for administering ESOP 2024.
During the Financial Year under review, ESOP 2024 was amended in order to comply with the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEB & SE Regulationsâ). ESOP 2024, being a pre-IPO ESOP Scheme, subsequently was ratified by the shareholders post listing of equity shares of the Company, at the Annual General Meeting held on September 26, 2025 and Necessary in-principle approvals were obtained from BSE Limited and National Stock Exchange of India Limited in accordance with the SEBI ESOP Regulations.
Subsequent to the year-end, and pursuant to the SEBI ESOP Regulations, the Company, along with its subsidiary, approved the amendment of ESOP 2024 Scheme in a Board meeting held on May 22, 2026, which was subsequently approved by the members through a postal ballot concluded on June 25, 2026.
The applicable disclosures as stipulated under Regulation 14 of SEBI SBEB & SE Regulations with regard to ESOP 2024 are available on the website of the Company and weblink for the same www.prostarm.com/investor/investors-information.
Details of ESOP 2024 as on March 31, 2026 are as follows:
|
Sr. No. |
Particulars |
Description |
|
1. |
Total options outstanding as at the beginning of the Period |
16,27,750 |
|
2. |
Total Options granted during the Fiscal/ Period |
N.A. |
|
3. |
Options forfeited/lapsed/ cancelled during the Fiscal/ Period |
3,01,250 |
|
4. |
Variation of terms of options |
NIL |
|
5. |
Total number of options in force |
13,26,500 |
|
6. |
Total options vested |
NIL |
|
7. |
Options exercised during the Fiscal/ Period |
NIL |
|
8. |
Money realized by exercise of options during the Year/Period |
NIL |
|
9. |
Total number of Equity Shares that would arise in future as a result of full exercise of options granted |
13,26,500 |
11. Corporate governance:
TheCompanyâscorporategovernanceframework reflects its core values, ethical standards, and commitment to responsible business practices. Prostarm Info Systems Limited is dedicated to upholding the highest standards of corporate governance by fostering a culture of integrity, transparency, accountability, and fairness in all its operations and decision-making processes. The Company continually strives to adopt and implement best governance practices to enhance stakeholder confidence and ensure sustainable long-term value creation, The Company has complied with the Corporate Governance requirements under the Act, and as stipulated under the SEBI Listing Regulations.
The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the SEBI Listing Regulations forms part of the Annual Report.
A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
12. Number of meetings of Board:
The Board of Directors met Nine (9) times during the year. The detailed information of the dates of meetings of the Board attendance of Directors at the meetings, constitution of the Board including name, qualification, field of specialization, status of Directorship held, etc. and their terms of reference, are provided in the Corporate Governance Report annexed to this Report.
13. Committees of the Board:
In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Committees as on March 31, 2026:
⢠Audit Committee;
⢠Nomination and Remuneration Committee;
⢠Stakeholders Relationship Committee;
⢠Corporate Social Responsibility Committee;
⢠Management Committee;
⢠*IPO Committee.
During the Financial Year under review, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board. A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees, number of committee meetings held, and attendance of the committee members at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.
*During the Financial Year, the Board of Directors dissolved the IPO Committee at its meeting held on June 23, 2025.
14. Management Discussion and Analysis:
Pursuant to Regulation 34 of the SEBI Listing Regulations a review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the Financial and Annual Report 2025-26 operational developments have been discussed in detail in the Management Discussion and Analysis Report (âMDARâ), which forms part of the Annual Report.
15. Directorsâ Responsibility Statement:
Pursuant to the provisions of Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013, the Board of Directors states and confirms that:
a. In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III have been followed along with proper explanation relating to material departures, if any;
b. The Directors have 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 as at March 31, 2026, and of the profit of the Company for the Financial Year from April 1, 2025, to March 31, 2026.
c. The Directors have 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 Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. Annual evaluation of the performance of Board:
Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. Schedule IV to the Companies Act, 2013, states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.
Accordingly, the Board and NRC the has carried out an evaluation of its own annual performance as whole, its Committees and Individual Directors for the Financial Year 2025-26. The
Board has devised questionnaire to evaluate the performancesofeachof Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding the future growth of the Company and its performance;
iv. Providing perspectives and feedback going beyond the information provided by the management.
In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board. The Directors were satisfied with the evaluation results, which reflected the overall functioning of the Board and its Committees.
17. Nomination and Remuneration policy:
The Board has framed and adopted a Nomination and Remuneration Policy (âNRC Policyâ) in terms of Section 178 of the Act and SEBI Listing Regulations. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Employees and other matters as provided under Section 178 of the Act and SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.
The Company has formulated the Nomination and Remuneration Policy to provide guidance on (a) selection and nomination of Directors to the board of the Company; (b) appointment of the Senior Managerial Personnel of the Company and (c) remuneration of Directors, Key Managerial Personnel (âKMPâ), Senior Managerial Personnel (â SMPâ) and other employees of the Company.
The NRC Policy is available on the website of the Company at www.prostarm.com/investor/ corporate-governance/codes-policies.
18. Separate meeting of Independent Directors:
As stipulated by the code of Independent Directors under Schedule IV of the Companies
Act, 2013, a separate meeting of the Independent Directors of the Company was held on February 13, 2026, to review, among other things, the performance of non-Independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
19. Corporate social responsibility:
Pursuant to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (âCSRâ) Committee and has framed a CSR Policy. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Policy on Corporate Social Responsibility is available on the website of the Company at www.prostarm.com/investor/ corporate-governance/codes-policies.
The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as âAnnexure-IIâ and forms part of this report.
20. Auditors:
I. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s Mansaka Ravi and Associates, Chartered Accountants (FRN No. 015023C) were re-appointed as the Statutory Auditors at the 13th Annual General Meeting of the Company held on November 30, 2021, for a period of Five years and accordingly will complete their second term on conclusion of the ensuing 19th Annual General Meeting of the Company.
The Auditorsâ Report for the Financial Year ended March 31, 2026, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditorsâ Report, which calls for any further comments or explanations.
The Statutory auditors have confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not disqualified from continuing as Auditors of the Company.
Further, the Board of Directors at the Board meeting held on August 12, 2026 has recommended appointment of M/s. Valawat and Associates Chartered Accountants (Firm Registration No.: 003623C), Peer Reviewed Firm No. 019982 as
Statutory Auditors of the Company for the first term of Five consecutive years i.e; from FY 2026-27 to FY 2030-31. The Company has received the written consent and certificate that M/s Valawat and Associates, Chartered Accountants, satisfy the criteria for appointment as Statutory Auditors and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
II. Cost Auditors:
The Company has maintained cost accounts and records as specified by the Central Government under subsection (1) of Section 148 of the Act. M/s Y R Doshi & Company, Cost Accountant (Firm Registration No. 000003) have carried out the cost audit during the Financial Year 2025-26.
The Board, on the recommendation of the Audit Committee, has re-appointed M/s Y R Doshi & Company, Cost Accountant (Firm Registration No. 000003) as Cost Auditors of the Company for conducting the audit of cost records for the FY 2026-27 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.
There has been no qualification, reservation, adverse remark or disclaimer given by the Cost Auditors in their Report for the Financial Year ended March 31, 2026.
The remuneration proposed to be paid to the Cost Auditor for the FY 2026-27 is subject to ratification by the shareholders at the ensuing Annual General Meeting.
III. Secretarial Auditors:
In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 read with Regulation 24A of the SEBI Listing Regulations, Members of the Company at the Annual General Meeting held in the previous Financial Year i.e., FY 2024-25, had approved the appointment of M/s. Sandeep P. Parekh & Co, Practicing Company Secretary, (M. No. 7118, C.P. No.: 7693) as Secretarial Auditor of the Company for a term of Five consecutive years, commencing from the FY 2025-26 up to FY 2029-30, at such remuneration as may be determined by the Board of Directors.
Accordingly, M/s. Sandeep P. Parekh & Co, continue to act as the Secretarial Auditors of the Company for the FY 2025-26.
As required under provisions of Section 204 of the Act, the report in respect of the Secretarial Audit carried out by M/s. Sandeep P. Parekh & Co, Practicing Company Secretary (m. No. 7118, C.P. No.: 7693) in âForm No. MR-3â for the FY 2025-26 is attached as âAnnexure-IIIâ forming part of
this Report. The said Secretarial Auditorsâ Report does not contain any qualification, reservation or adverse remarks etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134 of the Act.
Further, in compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the Stock Exchanges within the statutory timelines.
IV. Internal Auditor and Internal Financial Controls:
The Company has appointed an Internal Auditor in accordance with Section 138 of the Companies Act, 2013. The Board has established adequate policies and procedures to ensure efficient business operations, safeguarding of assets, prevention and detection of frauds and errors, maintenance of accurate accounting records, and timely financial reporting.
The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, and accounting procedures at all locations of the Company and strives to maintain a high standard of Internal Financial Control.
Further, the Board of Directors, at its meeting held on May 22, 2026, appointed Mr. Ronak Shah, (Chartered Accountant) as the Internal Auditor of the Company for FY 2026-27.
21. Details in respect of fraud reported by Auditors:
Pursuant to Section 143(12) of the Companies Act, 2013, during the Financial Year under review there were no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3) (ca) of the Companies Act, 2013.
22. Whistle blower policy / vigil mechanism:
The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, it has built-in and set up Whistle Blower Policy and has established the necessary vigil mechanism in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, under this mechanism all the employees and Directors of the Company are eligible to make disclosures in relation to matters concerning the Company
Company during Financial Year 2025 -26 are covered in the Notes to Accounts forming part of the financial statements.
25. Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The information pertaining to the conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in âAnnexure-IVâ and forms part of this Report.
26. Human resources management / industrial relations, including number of people employed and managerial remuneration:
The Company follows a policy of building strong teams of talented professionals, recognizing its employees as its most valuable asset. It remains committed to fostering a culture of continuous learning, growth, and well-being by investing in the holistic development, health, and welfare of its workforce. Employees are provided with ongoing opportunities for skill enhancement and career advancement through structured training programs, periodic career discussions, and individualized development plans. The Companyâs human resource strength is aligned with the size, nature, and scale of its operations, enabling it to effectively support its business objectives. As of March 31, 2026, the Company had a total employee strength of 428.
As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection and any Member interested in obtaining such information may write an email to the Company Secretary at [email protected] and the same will be furnished on such request.
In terms of compliance with provisions of Section 197(12) of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and Employees of the Company and the details of the ratio of remuneration of each director to the median employeeâs remuneration are annexed herewith as âAnnexure-Vâ to this Boards Report.
and report concerns about any unethical behaviour in the Company.
We affirm that during the year under review, no employee or Directors were denied access to the Audit Committee. The Vigil Mechanism Policy is available on the website of the Company at www.prostarm.com/investor/corporate-governance/codes-policies.
23. Particulars of loans, guarantees or investments:
During the Financial Year under review Company did not provide any loan or guarantee under Section 186 of the Act.
However, during the year, the Company made an investment of ^ 5 lakhs each in Prostarm Karnataka BESS Private Limited and Prostarm Bihar BESS Private Limited, both of which were incorporated as Special Purpose Vehicles (SPVs) and are wholly owned subsidiary companies of the Company.
24. Particulars of contracts or arrangements with related parties:
In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations the policy on Related Party Transactions as approved by the Board is available on the Companyâs website at www.prostarm.com/investor/corporate-governance/codes-policies.
All related party transactions are placed before the Audit Committee for its review and approval. Prior/ omnibus approval of the Audit Committee is obtained on an annual basis for a Financial Year, for the transactions which are foreseen and repetitive in nature.
The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review.
During the Financial Year under review, all the transactions with related parties were in the ordinary course of business and at an armâs length basis and there were no material contracts or arrangement or transactions at armâs length basis that need to be disclosed in Form AOC-2 as required under the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.
As required under Accounting Standard (as) 18 on Related Party Disclosures, the details of related party transactions entered into by the
27. Material changes and commitment, if any, affecting the financial position of the company that occurred between the end of the financial year to which the financial statements relate and the date of the report:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
28. Details of significant and material orders passed by the regulators / courts / tribunal impacting the going concern status and companyâs operation in future:
During the Financial Year under review, there are no significant and material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company or will have bearing on companyâs operations in future.
29. Compliance with secretarial standards:
The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices The Company has complied with the applicable provisions of Secretarial Standards-1 (For meetings of Board of Directors and Committees) and Secretarial Standards-2 (For General Meetings).
30. Information under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013:
The Company is committed to providing a workplace free from harassment and discrimination, including sexual harassment, and follows a zero-tolerance policy in this regard. The Company continues to take all necessary steps to ensure a safe, secure, and inclusive work environment for all employees. A Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace has been duly adopted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
made thereunder, and the same is effectively implemented across the organisation.
The Company has duly set up an Internal Committee (ic) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The details w.r.t sexual harassment are as follows:
|
Sr. No. |
Particulars |
|
|
1. |
Number of complaints of sexual harassment received in the year |
NIL |
|
2. |
Number of complaints disposed of during the year |
NIL |
|
3. |
Number of cases pending for more than ninety days |
NIL |
31. Compliance of the provisions relating to the maternity act, 1961:
During the Financial Year, the Company confirms full compliance with the provisions of the Maternity Benefit Act, 1961, including all relevant amendments. All eligible female employees if any received paid maternity leave, nursing breaks, and other statutory benefits as per the Act. This statement is made in accordance with the Companies (Accounts) Second Amendment Rules, 2025 under Rule 8(5)(xiii), which mandate affirmative disclosure regarding maternity benefit compliance in the Boardâs Report.
32. The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year alongwith their status as at the end of the financial year:
During the Financial Year under review, no such application has been filed by the Company or against the Company.
33. Any revision of financial statement or report of the board:
During the Financial Year under review, there has been no revision of financial statements or reports of the Board.
34. Declaration by Independent Directors:
The Board has received declarations from all Independent Directors confirming that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013. During the year under review, there has been no change in the circumstances affecting their status as Independent Directors of the Company.
35. Familiarisation Programme:
The Company has developed and adopted structured induction programs for orientation and training of directors at the time of their joining and during their term to ensure familiarisation of directors with the management and operations of the Company including business models, services, products, processes, culture and the industry in which it operates. Details of the familiarisation programme adopted by the Company for orientation and training of the directors are provided in the Report on Corporate Governance, which forms part of this Annual Report.
36. Annual Return:
In accordance with the provisions of Section 134(3) read with Section 92(3) of the Act, the Annual Return as of March 31, 2026 in Form MGT-7 is available on the Companyâs website and may be viewed at www.prostarm.com/investor/ investors-information.
37. Risk Management:
All companies face risk, without risk without which rewards are less likely. Effective risk management can add value to any organization. An effective risk management framework seeks to protect an organizationâs capital base and earnings without hindering growth.
The Company has internal Risk management Framework, wherein all the risk are identified and assessed and functions enterprise wide. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. The board also reviews the framework on periodic basis.
38. Other disclosures:
During the year under review, the Company has:
a) Not made any application for One Time Settlement (OTS) with any Banks or Financial Institution.
b) Neither the Executive Director nor the Wholetime Directors of the Company receive remuneration or commission from any of its subsidiaries.
39. Transfer of amounts to Investor Education and Protection Fund:
The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
40. Acknowledgement:
Your Directors sincerely acknowledge and appreciatethe continued cooperation, guidance, and support extended by all stakeholders of the Company, including Government Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers, Consultants, Solicitors, and Shareholders. The Directors also extend with gratitude the consistent efforts, loyalty, and dedication of the employees at all levels, which have enabled the Company to achieve its objectives during the year.
Your Directors take immense pleasure in presenting the 17th Annual Report of the Company together
with the Audited Financial Statement for the financial year ended 31st March 2024.
1. FINANCIAL SUMMARY & HIGHLIGHTS:
The key highlights of the standalone and consolidated audited financial statements of your Company
for the financial year ended 31st March 2024 and comparison with the previous financial year ended
31st March 2023 are summarised below:
|
Particulars |
Standalone |
Consolidated |
||
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
|
|
ended |
ended 31st |
ended 31st |
ended 31st |
|
|
31st March 2024 |
March 2023 |
March 2024 |
March 2023 |
|
|
Revenue from operations |
25,598.68 |
22,923.49 |
25,787.04 |
23036.32 |
|
Other Income |
136.20 |
197.81 |
136.21 |
198.32 |
|
Total Income |
25,734.88 |
23,121.30 |
25,923.25 |
23,234.65 |
|
Total Expense |
22,497.94 |
20,326.10 |
22,827.96 |
20,615.82 |
|
Profit before tax |
3,236.94 |
2,795.20 |
3,095.29 |
2,618.83 |
|
Tax expenses |
841.10 |
733.78 |
812.75 |
688.06 |
|
Profit after taxation |
2,395.84 |
2,061.42 |
2,282.53 |
1,930.77 |
|
Earnings per share |
5.59 |
4.81 |
5.44 |
4.65 |
⢠Earnings Per Share is in absolute figures.
⢠The consolidated figures include the Financial Performance of our Subsidiary Company -
Prostarm Energy Systems Private Limited (CIN: U29308PN2021PTC202708)
⢠During the financial year under review, the Company achieved a standalone turnover of ?
25,598.68 / - Lakhs as compared to the ? 22,923.49 Lakhs in the previous financial year, thereby
showing growth of 11.67%
⢠The Company earned a net profit of ? 2,395.84 Lakhs as compared to ? 2,061.42 Lakhs in the
previous financial year. Thereby showing growth of 13.95%
⢠The Company achieved a consolidated turnover of ? 25787.04 Lakhs as compared to the ?
23036.32 Lakhs in the previous financial year. The growth in the consolidated turnover is
11.94%.
⢠The Company earned a consolidated net profit of ? 2,282.53 Lakh as compared to ? 1930.77
Lakh in the previous financial year. The comparative growth was 18.22%.
2. DIVIDEND
With a view to ploughing back profit into the business and exploiting more business opportunities,
no dividend was declared to equity shareholders during the year under review Company.
Further the Board of Directors of your company, after considering holistically the relevant
circumstances and keeping in view the company''s dividend distribution policy, has decided that it
would be prudent, not to recommend any Dividend for the year under review.
3. TRANSFER TO RESERVES:
During the year under review, no amount was transferred to Reserves.
4. SUBSIDIARY:
During the year under review, Company have one Subsidiary i.e. Prostarm Energy Systems Private
Limited (CIN: U29308PN2021PTC202708), the details of the subsidiary is mentioned in the Annexure
A to this report.
5. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits within the meaning of
Sections 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules,
2014 and hence there were no outstanding deposits and no amount remaining unclaimed with the
Company as on 31st March 2024.
6. SHARE CAPITAL:
During the Financial Year, under review the Company has increased its Authorised Equity Share
Capital from Rs. 55,00,00,000/- (Rupees Fifty Five Crores Only) to Rs. 61,00,00,000/- (Rupees Sixty
One Crores Only).
There was no alteration in the paid up Equity Share Capital of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Vikas Agarwal (DIN: 01940262) is liable to retire by rotation and is eligible to be re-appointed on
the same designations. Pursuant to Secretarial Standards - 2 on General Meetings, brief details of Mr.
Vikas Agarwal is provided as an Annexure to the Notice of the Annual General Meeting.
During the Financial Year under reporting, Ms. Sonu Ram Agarwal (DIN: 01920474) resigned from
the Board of Directors of the Company w.e.f. 07.07.2023.
During the Financial Year under reporting Mr. Tapan Ghose, Chairman cum Managing Director of
the Company was re-appointed as the Managing Director of the Company for another term of 5 year
i.e. from 08.08.2023 to 07.08.2028 in the Board Meeting Dated 10.07.2023. The same was approved by
the Shareholders in the AGM dated 30.09.2023
During the year, Mr. Prashant Patankar has resigned as Company Secretary of the Company with
effect from 30.11.2023.
After the closure of Financial Year, on recommendation of Nomination and Remuneration
Committee, the Company has appointed Mr. Kiran Subhash Mukadam (Membership No. A-27627)
as the Company Secretary, Compliance Officer and KMP, effective 29.05.2024 and he resigned as the
Company Secretary, Compliance Officer and KMP w.e.f. 26.08.2024. Further, on recommendation of
Nomination and Remuneration Committee, the Company has appointed Mr. Sachin Gupta
(Membership No. F-12500) has been appointed as the Company Secretary, Compliance Officer and
KMP, effective 27.08.2024.
8. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business during the financial year under review.
9. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:
In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the
Companies Act 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014,
the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.
The Company has received declarations from all the Independent Directors confirming that they meet
the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. There has
been no change in the circumstances affecting their status as Independent Directors of the Company.
During the year under review, the Non-Executive Independent Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement
of expenses incurred by them for the purpose of attending meetings of the Board / Committees of
the Company.
10. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for appointment and remuneration of Directors, Senior Management Personnel including
criteria for determining qualifications, positive attributes, independence of a director and other
matters provided under sub-section (3) of Section 178 of the Companies Act, 2013.
Abstract of Nomination and Remuneration Policy is as under:
I. Policy for Appointment and Removal of Director, Key Managerial Personnel and Senior
Management:
a. The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management level
and recommend his / her appointment, as per Company''s Policy.
b. A person should possess adequate qualification, expertise and experience for the position he
/ she is considered for appointment. The Committee has authority to decide whether
qualification, expertise and experience possessed by a person is sufficient / satisfactory for
the position.
c. The Company shall not appoint or continue the employment of any person as Whole-time
Director who has attained the age of seventy years. Provided that the term of the person
holding this position may be extended beyond the age of seventy years with the approval of
shareholders by passing a special resolution.
II. Criteria for determining qualifications, positive attributes and independence of Director''s is
as under:
a. Nominees to the Board will be leaders in their field, have broad experience, show familiarity
with national and international issues, possess sound business judgment, and have other
attributes that will enhance shareholder value.
b. The Board will seek acting or former executive officers of complex businesses, leading
academics, successful entrepreneurs and individuals who will add diversity to the Board.
c. The Board will possess experiences and core competencies that are essential to the success of
the Company having regard to the nature of its business.
d. Each Director also should:
i. Possess fundamental qualities of intelligence, perceptiveness, good judgment,
maturity, high ethics and standards, integrity and fairness.
ii. Have a genuine desire to contribute to the Company and a recognition that, as a
member of the Board, one is accountable to the shareholders of the Company, not
to any particular interest group.
iii. Have, as a general rule, a background that includes broad business experience or
demonstrates an understanding of business and financial affairs and the
complexities of a large, multifaceted, global business organization.
iv. Be the present or former Chief Executive Officer, Chief Operating Officer, whole
time director or substantially equivalent level executive officer of a highly complex
organization such as a Company, university or major unit of government, or a
professional who regularly advises such organizations.
v. Have no irreconcilable conflict of interest or legal impediment which would interfere
with the duty of loyalty owed to the Company and its shareholders.
vi. Have the ability and be willing to spend the time required to function effectively as
a Director.
vii. Be compatible and able to work well with other Directors and executives in a team
effort with a view to a long-term relationship with the Company as a Director.
viii. Have independent opinions and be willing to state them in a constructive manner.
e. Directors will be selected on the basis of talent and experience without regard to race,
religion, sex or national origin. The Company seeks a Board with a diversity of background
among its members and a Board that will possess certain core competencies.
f. Apart from the above the independent director nominees/candidates/re-appointees shall be
required to be independent of the company in terms of the provisions of Section 149(6) of
the Companies Act, 2013 (including rules thereto) and as per the provisions of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
III. Policy For Remuneration to Directors / KMP/ Senior Management Personnel:
1) Remuneration to Managing Director/Whole-time Directors:
a) The Remuneration /Commission etc. to be paid to the Managing Director /Whole¬
time Directors, etc. shall be governed as per provisions of the Companies Act, 2013
and rules made thereunder or any other enactment for the time being in force and the
approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to
the Board of Directors, as it may consider appropriate with regard to remuneration to
Managing Director /Whole-time Directors.
2) Remuneration to Non-Executive /Independent Directors:
a) The Non-Executive /Independent Directors may receive sitting fees and such other
remuneration as permissible under the provisions of Companies Act, 2013. The
amount of sitting fees shall be such as may be recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors.
b) All the remuneration of the Non-Executive /Independent Directors (excluding
remuneration for attending meetings as prescribed under Section 197(5) of the
Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies
Act, 2013 and rules made thereunder or any other enactment for the time being in
force. The amount of such remuneration shall be such as may be recommended by the
Nomination and Remuneration Committee and approved by the Board of Directors
or shareholders, as the case may be.
c) An Independent Director shall not be eligible to get Stock Options and also shall not
be eligible to participate in any share based payment schemes of the Company.
d) Any remuneration paid to Non-Executive /Independent Directors for services
rendered which are of professional in nature shall not be considered as part of the
remuneration for the purposes of clause(b) above if the following conditions are
satisfied:
⢠The Services are rendered by such Director in his capacity as the professional; and
⢠In the opinion of the Committee, the director possesses the requisite qualification
for the practice of that profession.
3) Remuneration to Key Managerial Personnel and Senior Management:
a) The remuneration to Key Managerial Personnel and Senior Management shall consist of
fixed pay and incentive pay, in compliance with the provisions of the Companies Act,
2013 and in accordance with the Company''s Policy.
b) The Nomination and Remuneration Committee of the Company, constituted for the
purpose of administering the Employee Stock Option/ Purchase Schemes, shall
determine the stock options and other share-based payments to be made to Key
Managerial Personnel and Senior Management.
c) The Fixed pay shall include monthly remuneration, employer''s contribution to
Provident Fund, etc. as decided from time to time.
d) The Incentive pay shall be decided based on the balance between the performance of
the Company and the performance of the Key Managerial Personnel to be decided
annually or at such intervals as may be considered appropriate.
11. PARTICULARS OF REMUNERATION:
During the financial year under review, no employee was in receipt of remuneration exceeding the
limits as prescribed under provisions of Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. During the year under review, no Director was
in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197,
Schedule V of the Companies Act, 2013. Further, the remuneration of Directors and Key Managerial
Personnel are as follows:
Remuneration Paid/Payable to the Whole Time Director/ Executive Directors during the Year:
|
Name of Director/KMP |
Designation |
Remuneration |
|
Mr. Tapan Ghose |
Chairman and Managing Director |
18.23 |
|
Mr. Ram Agarwal |
CEO & Whole Time Director |
54.23 |
|
Mr. Vikas Agarwal |
Whole Time Director |
6.00 |
|
Mr. Raghu Thammannashastri |
Whole Time Director |
24.23 |
|
Ms. Sonu Ram Agarwal |
Whole Time Director |
7.05 |
Note: Mr. Ram Agarwal also received a sales commission amounting to <28.34 Lakhs.
|
Name of Director/KMP |
Designation |
Remuneration |
|
Mr. Bhargav Chatterjee |
Independent Director |
0.88 |
|
Mr. Goutam Paul |
Independent Director |
0.73 |
|
Mr. Shivkumar Baser |
Independent Director |
0.58 |
|
Mr. Ganesh Pansari |
Independent Director |
0.40 |
|
Ms. Mitali Chatterjee |
Independent Director |
0.40 |
Remuneration Paid/ Payable to the Other KMPs during the year:
|
Name of Director/KMP |
Designation |
Remuneration |
|
Mr. Abhishek Jain |
CFO |
20.87 |
|
Mr. Prashant Patankar |
Company Secretary |
3.91 |
|
(upto 30 November, 2023) |
12. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Act, the Board of Directors states and 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, if any;
b. the directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the profit
of the company for that period;
c. the directors have 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 directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
13. MEETINGS OF THE BOARD OF DIRECTORS:
During the Financial Year 2023-2024, the Board of Directors met five times on 10th July 2023, 19th
July 2023, 9th November 2023, 26th December 2023 and 28th March 2024.
The attendance of Directors at the Meeting of the Board of Directors for Financial Year 2023-24
is as under:
|
Sr. No. |
Name of Directors |
Designation |
No. of Board meeting |
|
1 |
Tapan Ghose |
Chairman and Managing |
5/5 |
|
2 |
Ram Agarwal |
CEO & Whole-time Director |
3/5 |
|
3 |
Vikas Agarwal |
Whole-time Director |
2/5 |
|
4 |
Raghu Thammannashastri |
Whole-time Director |
4/5 |
|
5 |
Mitali Chatterjee |
Independent Director |
3/5 |
|
6 |
Bhargav Chatterjee |
Independent Director |
5/5 |
|
7 |
Goutam Paul |
Independent Director |
5/5 |
|
8 |
Shivkumar Baser |
Independent Director |
5/5 |
|
9 |
Ganesh Pansari |
Independent Director |
4/5 |
14. ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD:
Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be
made by the Board of its own performance and that of its Committees and Individual Directors.
Schedule IV to the Companies Act, 2013, states that the performance evaluation of the
Independent Directors shall be done by the entire Board of Directors, excluding the Director
being evaluated. The Board works with the Nomination and Remuneration Committee to lay
down the evaluation criteria.
The Board has carried out evaluation of its own performance of all, the Directors individually
as well as the working of its Audit Committee, Nomination & Remuneration Committee and
Stakeholders'' Relationship Committee of the Company for the financial year 2023-24. The Board
has devised questionnaire to evaluate the performances of each of Executive, Non-Executive
and Independent Directors. Such questions are prepared considering the business of the
Company and the expectations that the Board have from each of the Directors. The evaluation
framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding the future growth of the Company and its
performance;
iv. Providing perspectives and feedback going beyond the information provided by the
management.
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the code of Independent Directors under Schedule IV of the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on March 24, 2024, to
review, among other things, the performance of non-Independent Directors and the Board as a whole,
evaluation of the performance of the Chairman and the flow of communication between the Board
and the management of the Company.
16. COMMITTEES OF THE BOARD:
During the year under review, consequent to the changes in the Board of Directors, the Committees
of the Board were re-constituted in accordance with the provisions of the Companies Act, 2013. The
Committees of Board as constituted under the provisions of Companies Act, 2013 are:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Corporate Social Responsibility (CSR) Committee
During the year under review, a Risk Management Committee was dissolved by the Board of Director
on its meeting held on 28.03.2024.
The composition of various Committee / s, meetings held and attended by the members is detailed
below:
a. AUDIT COMMITTEE:
The terms of reference of this committee cover the matters specified for audit committee in
section 177 of the Companies Act, 2013. The audit committee inter alia performs the functions
of review of financial reporting system, internal controls system, discussion on financial results,
interaction with statutory and internal auditors, reviewing and monitoring the auditor''s
independence and performance, and effectiveness of audit process, reviewing the adequacy of
internal audit function, to review the functioning of the whistle blower mechanism , scrutiny of
inter-corporate loans and investments, recommendation for the appointment of statutory,
internal and cost auditors and their remuneration, review of internal audit reports and
significant related party transactions. In fulfilling the above role, the audit committee has
powers to investigate any activity within its terms of reference, to seek information from
employees and to obtain outside legal and professional advice. The Audit Committee is duly
constituted in accordance with the provisions of Section 177 of the Companies Act, 2013.
The Audit Committee met three times during the financial year 2023-24 viz. on:
The composition of the Audit Committee as on March 31, 2024, and the number of meetings
attended by each member during the year 2023-24 are as follows:
|
Name of |
Designation |
Category |
No. of Committee Meetings |
|
|
Held/ entitled |
Attended |
|||
|
Mr. Bhargav |
Chairman |
Non-executive, |
03 |
03 |
|
Mr. Shivkumar |
Member |
Non-executive, |
03 |
01 |
|
Mr. Goutam |
Member |
Non-executive, |
03 |
03 |
|
Mr. Ram |
Member |
CEO and Whole Time |
03 |
02 |
The Company Secretary of the Company acts as a Secretary to the Committee. During the year
under review, the Board has accepted all recommendations of the Audit Committee and
accordingly, no disclosure is required to be made in respect of non-acceptance of any
recommendation of the Audit Committee by the Board.
The Audit Committee of the Company reviews the reports to be submitted to the Board of
Directors with respect to auditing and accounting matters. It also supervises the Company''s
internal control and financial reporting process.
b. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is duly constituted in accordance with
provisions of Section 178 of the Companies Act, 2013. During the year under review
Nomination and Remuneration Committee met one times during the Financial Year 2023-24
viz. on:
The previous composition and the number of meetings attended by each member during the
year 2023-24 are as follows:
|
Name of Members |
Designation |
Category |
No. of Committee |
|
Ms. Mitali |
Chairman |
Non-executive, |
1/1 |
|
Mr. Bhargav |
Member |
Non-executive, |
1/1 |
|
Mr. Ganesh Pansari |
Member |
Non-executive, |
1/1 |
|
Mr. Tapan Ghose |
Member |
Chairman & Managing |
1/1 |
The Company Secretary of the Company acts as a Secretary to the Committee.
The terms of reference of this committee cover the matters specified for Nomination &
Remuneration Committee in section 178 of the Companies Act, 2013 including
⢠To help the Board in determining the appropriate size, diversity and composition of the
Board,
⢠To recommend to the Board appointment/re-appointment and removal, recommend
remuneration of directors and senior management,
⢠To frame criteria for determining qualifications, positive attributes, and independence of
Directors,
⢠To create an evaluation framework for independent directors and the Board.
Board Evaluation:
At Prostarm we believe that it is the collective effectiveness of the Board as a whole that impact
Company''s performance which is a, the primary evaluation platform. Board performance is
assessed against the roles and responsibilities of the Board as provided in the Act.
Independent Directors of your Company met on March 28, 2024 to evaluate the performance
of the Board and the executive and non-executive directors of the Company as per the criteria
laid down by the Nomination and Remuneration Committee.
c. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Corporate Social Responsibility (CSR) Committee is duly constituted in accordance with to
the provision of Section 135 of the Companies Act, 2013. During the year under review, the CSR
Committee met two times viz. on July 8, 2023 and November 8, 2023;
The composition of CSR Committee as on March 31, 2024, and the number of meetings attended
by each member during the year 2023-24 are as follows:
|
Name of Members |
Designation |
Category |
No. of Committee |
|
Mr. Tapan Ghose |
Chairman |
Chairman and Managing |
2/2 |
|
Ms. Raghu |
Member |
Whole-Time Director |
1/1 |
|
Mr. Bhargav |
Member |
Non-executive, |
2/1 |
*Mrs. Sonu Agarwal ceased to be member of the Committee w.e.f. 07.07.2023.
**Mr. Raghu Thammannashastri, appointed as a member of the Committee w.e.f. 19.07.2023.
The Corporate Social Responsibility Committee has been constituted in order to support initiatives
in the field of health, safety, education, infrastructure development, environment, relief and
assistance in the event of a natural disaster, livelihood support, animal welfare and contributions to
other social development organizations and also through collaborations with several Trusts and
NGOs in accordance with the provisions of Section 135 of the Companies Act, 2013
17. AUDITORS:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder,
the auditors of the Company, M/ s Mansaka Ravi and Associates, Chartered Accountants (FRN No.
015023C) were appointed as Statutory Auditors of the Company for a period of five consecutive years
at the Annual General Meeting (AGM) of the Members held November 30, 2021. The audit report for
FY 2023-24 is unmodified, i.e., it does not contain any qualification, reservation, or adverse remark.
COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors
had on the recommendation of the audit committee, appointed M/ s Y R Doshi & Associates, Cost
Accountant (Firm Registration No. 000003), to audit the cost accounts of the Company for the F.Y.
2023-24 at a remuneration of Rs. 45,000/-
For the Financial Year 2024-25, M/s Y R Doshi, Cost Accountant has again appointed as a cost auditor,
to audit the cost accounts of the Company at a remuneration of Rs. 75,000/- plus applicable tax,
reimbursement of out-of-pocket expenses, subject to ratification by the shareholders at ensuing AGM.
Accordingly, a resolution seeking Members'' ratification for the remuneration payable to Cost
Auditors is given in the notice. The Company is in compliance with maintenance of cost records as
specified by the Central Government under section 148 (1) of the Companies Act, 2013, and Rule
8(5)(ix) of Companies (Accounts) Rules].
SECRETARIAL AUDITORS:
During the year under review the provisions of Section 204 of the Act, read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, was not applicable to the
Company. But the same is applicable to the company for Financial Year 2024-25 and Board has
appointed Ritu Somani & Associates, Practicing Company Secretary as a Secretarial Auditor of the
Company for Financial Year 2024-25.
INTERNAL FINANCIAL CONTROL:
The Company has appointed internal auditor as per section 138 of the Companies Act 2013. The Board
has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and timely preparation of
reliable financial disclosures.
The Audit Committee evaluates the efficiency and adequacy of financial control system in the
Company, its compliance with operating systems, and accounting procedures at all locations of the
Company and strives to maintain a high standard of Internal Financial Control.
18. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:
Pursuant to Section 143(12) of the Companies Act, 2013, during the year under review there were no
frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors.
Hence, there is nothing to report under Section 134(3)(ca) of the Companies Act, 2013.
19. VIGIL MECHANISM POLICY:
The Company is committed to adhering to the highest standards of ethical, moral and legal conduct
of business operations and in order to maintain these standards the Company encourages the
employees to raise their genuine concerns without fear of criticism. Therefore, it has built-in and set
up the Vigil Mechanism, under this mechanism all the employees and Directors of the Company are
eligible to make disclosures in relation to matters concerning the Company.
We affirm that during the year under review, no employee or Directors were denied access to the
Audit Committee. The Vigil Mechanism Policy is available on the website of the Company at
www.prostarm.com
20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:
Pursuant to the provisions of Section 135 of the Act, read with Companies (Corporate Social
Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR)
Committee and has framed a CSR Policy. As part of its initiatives under CSR, the Company has
identified various projects. These projects are in accordance with Schedule VII of the Act. The Policy
on Corporate Social Responsibility is available on the website of the Company at www.prostarm.com
The Annual Report on CSR activities is annexed as "Annexure B" and forms part of this report.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review Company did not provide any loan guarantee or investments under Section
186 of the Act.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Related Party Transactions entered during the financial year were in the ordinary course of
the business and on arm''s length basis and the same are reported in the Notes to the Financial
Statements. No Material Related Party Transactions were entered during the year by your Company.
The policy on Related Party Transactions as approved by the Board is available on the Company''s
website at www.prostarm.com
Accordingly, disclosures of Related Party Transactions as required under Section 134(3) of the Act, in
form AOC-2 is annexed as "Annexure C" to this report.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to the conservation of energy, technology absorption, Foreign exchange
Earnings and outgo as required under Section 134 (3)(m) of the Act, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in "Annexure D" and forms part of this Report.
24. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:
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 this
report.
25. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS
/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION
IN FUTURE:
There are no significant material orders passed by the Regulators / Courts / Tribunal which would
impact the going concern status of the Company or will have bearing on company''s operations in
future.
26. RISK AND AREAS OF CONCERN:
The major risks faced by your Company are on account of volatility in the prices of its raw materials and
foreign exchange rates. The Company has laid down a well-defined Risk Management Policy to mitigate
its risks, covering risk mapping, trend analysis, risk exposure, potential impact and risk mitigation
process. A detailed exercise is carried out by the employees designated by Board to identify, evaluate,
manage and monitor both business and non-business risks. In this regard, your Company continues to
exercise prudence in its inventory control and hedging policies. The Board periodically reviews the risks
and suggests steps to be taken to control and mitigate the same through a properly defined framework.
27. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standard-1 (For meetings of Board of
Directors and Committees) and Secretarial Standard-2 (For General Meetings).
28. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules there under.
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013, to redress complaints received regarding sexual harassment.
The Company did not receive any complaints of sexual harassment during the financial year 2023-24.
29. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No such application has been filed by the Company or against the Company.
30. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the continuous cooperation, assistance
and support extended by all stakeholders, Government Authorities, Financial Institutions, Banks,
Customers, Dealers, Suppliers, Consultants, Solicitors and Shareholders of the Company. Your
Directors also acknowledge and appreciate the contribution made by dedicated and loyal employees
For and on behalf of Board of Directors
Prostarm Info Systems Limited
Tapan Ghose Ram Agarwal
Chairman & Managing Director Whole Time Director & CEO
(DIN: 01739231) (DIN: 01739245)
Date: 17.09.2024
Place: Navi Mumbai
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