To The Members of
Pranav Constructions Limited
(Formerly known as Pranav Constructions Private Limited)
Your Directors have pleasure in presenting the 21st Annual
Report of Pranav Constructions Limited (formerly known as Pranav Constructions
Private Limited) (Company) along with the Audited Financial Statements (Standalone and
Consolidated) for the Financial Year (FY) ended March 31, 2024. The Report also includes
consolidated performance of the Company and its subsidiaries.
1. SUMMARID FINANCIAL HIGHLIGHTS:
The Company's financial performance for the year under review
along with previous year's figures is given hereunder:
(All amounts in H million)
|
STANDALONE |
CONSOLIDATED |
| PARTICULARS |
2023-24 |
2022-23 |
2023-24 |
| Revenue from Operations |
4,474.83 |
3,552.59 |
4,474.84 |
| Other income |
22.61 |
9.18 |
22.71 |
| Total Income |
4497.44 |
3561.77 |
4497.54 |
| Expenses |
|
|
|
| Operating Expenses |
3900.01 |
3051.65 |
3900.27 |
| Depreciation and amortization expenses |
26.63 |
17.18 |
26.63 |
| Total Expenses (excluding finance cost) |
3926.64 |
3068.83 |
3926.90 |
| Profit before finance cost and tax |
570.80 |
492.94 |
570.64 |
| Finance cost |
179.60 |
184.81 |
179.60 |
| Profit before tax (PBT) |
391.20 |
308.13 |
391.04 |
| Provision for Tax: |
|
|
|
| Less: Current Year Tax |
|
106.14 |
|
| Less: Tax pertaining to earlier years |
(7.52) |
(0.01) |
(7.52) |
| Less: Deferred Tax |
2.39 |
(1.47) |
2.39 |
| Profit/(Loss) for the period |
396.33 |
203.47 |
396.17 |
| Other Comprehensive Income |
|
|
|
| Remeasurement gains/(losses) on defined benefit plan |
(0.43) |
1.44 |
(0.43) |
| Income tax relating to above |
0.11 |
(0.36) |
0.11 |
| Total Comprehensive Income for the year |
396.01 |
204.55 |
395.85 |
| Earning per equity share: |
|
|
|
| (1) Basic earnings per share |
6.44 |
3.49 |
6.44 |
| (2) Diluted earnings per share |
6.44 |
3.49 |
6.44 |
*During the year under review, the Company has incorporated two
subsidiaries namely PCPL Foundation (incorporated on 07/04/2023) and PCPL Infra Private
Limited (incorporated on 16/01/2024) and accordingly, the Consolidated Financial
Statements have been prepared for the first time in FY 2023-24.
The Standalone and the Consolidated Financial Statements have been
prepared in accordance with the Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015 and amendments, if any.
2. STATE OF THE COMPANY'S AFFAIRS AND REVIEW OF BUSINESS
OPERATIONS AND FUTURE PROSPECTS:
Standalone Financial Results:
During the year under review, the Company earned a total income of H
4,497.44 million as compared to H 3,561.77 million earned during the corresponding period
of the previous year and primarily includes income earned from business of redevelopment
of Co-operative Housing Societies.
The Profit After Tax (PAT) for the current year reached at H
396.33 million, a substantial increase of 94.7% compared to the profit
of H 203.47 million recorded in the previous year. This significant rise in profitability
underscores our commitment to enhancing operational efficiency and maximizing shareholder
value. The Company's earnings per share were H 6.44 during the current year.
Consolidated Financial Results:
As this is the Company's first Consolidated Financial Statements,
a comparison with the previous year has not been provided. During the year under review,
the Company earned a total income of H 4,497.54 million, and recorded the Profit After Tax
(PAT) of H396.17 million.
Looking ahead, the Company remains confident about its
futureprospects.Wecontinuetoexplorenewopportunities for expansion and are focused on
strengthening our core business areas. With a strong order book and a solid financial
foundation, we are well-positioned to sustain our growth trajectory in the coming years.
In accordance with Section 129(3) of the Companies Act, 2013, the
Consolidated Financial Statements of the Company, including the financial details of all
the subsidiary companies forms part of this Report. The Consolidated Financial Statements
have been prepared as per the applicable Indian Accounting Standards (Ind-AS) issued by
the Institute of Chartered Accountants of India (ICAI).
State of the Company's Affairs:
Pranav Constructions Limited (formerly known as Pranav Constructions
Private Limited) is among the leading real estate redevelopment companies based in
Mumbai, particularly focusing on redevelopment projects in the Western Suburbs. The
company specializes in delivering Economical, Mid, and Mass, and Aspirational homes,
working primarily through redevelopment agreements with Co-operative Housing Societies.
The asset-light business model under which company operates enables the Company to operate
efficiently, maximizing capital usage while maintaining strong project delivery
capabilities.
Business Operations:
The Company has a proven track record of successfully completing
projects within set timelines, enhancing its reputation as a reliable and trusted brand in
the Western Suburbs of Mumbai. This reputation is key to the Company's strong brand
recall, helping to build further trust and attract new business. The Company's strategic
focus on the MCGM region (Municipal
Corporation of Greater Mumbai) aligns with its goal to continue
leveraging the ‘PCPL' brand for future growth.
Strategic Strengths:
Key strengths of the Company include:
Asset-Light Model: The Company maintains capital efficiency by
entering into redevelopment agreements with housing societies which reduces the initial
financial outlay as compared to acquisition of land, thereby allowing for higher
scalability.
Stakeholder and Customer Management: The Company prides itself on
being customer-centric, working with trusted suppliers, and fostering strong relationships
with stakeholders.
Experienced Leadership and Management: Led by the Chairman and
Managing Director Mr. Pranav Kiran Ashar, who has over 21 years of experience in the real
estate sector, and the Whole-time Director Mr. Ravi Ramalingam, with over 16 years of
expertise in finance and accountancy, the Company is well-positioned to capitalize on its
strategic initiatives. Additionally, the Company is supported by a highly qualified
management team with experience in operations, design and development, finance,
engineering, marketing, legal, sales and other key areas.
Sustainability Initiatives:
The real estate industry is evolving with an increasing focus on
environment friendly solutions, and the Company is taking active steps to incorporate
sustainable practices in its redevelopment projects. These include: Green Buildings:
The Company incorporates energy-efficient designs and uses sustainable materials in its
redevelopment projects such as using low VOC materials and paints with low emission, using
locally available building construction materials, etc., which helps in reducing the
carbon footprint of the Company. Also, the Company is pursuing green building
certification for its redevelopment projects, ensuring adherence to green standards.
Waste Management: TheCompanyhasadoptedcertain waste management
strategies which aims at reducing and managing waste at project sites. This includes
reusing broken bricks and blocks for waterproofing, use of materials with recycled content
and a dedicated waste management plan for effective disposal.
Recognition for E-Waste Recycling: In March 2024, the Company was
recognized by THRECO for its efforts in eco-friendly e-waste recycling, reflecting its
commitment to environmental stewardship.
Market Position and Future Plans:
The Company continues to position itself as one of the leaders in the
redevelopment segment of MCGM region, with under-construction and upcoming redevelopment
projects designed to meet modern customer demands while aligning with industry trends
towards sustainable construction. The Company's strong leadership and its ability to
anticipate market needs provides a solid foundation to the Company for growth and
expansion in the Mumbai real estate market.
Company's commitment to sustainable business practices and timely
project execution positions it well for continued success in the redevelopment segment of
MCGM region.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there has been no change in the nature of
business of the Company.
4. THE AMOUNT, IF ANY, WHICH THE BOARD RECOMMENDS SHOULD BE PAID
BY WAY OF DIVIDEND:
The Board of Directors does not recommend any dividend for the year
under review.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:
During the year under review, the Company did not have any funds lying
unpaid or unclaimed for a period of seven (7) years. Therefore, there were no funds which
were required to be transferred to the Investor Education and Protection Fund (IEPF).
Hence, the provisions of Section 125 of the Companies Act, 2013 do not apply.
6. THE AMOUNTS, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY
RESERVES:
The Board of Directors have not proposed to transfer any amount to any
reserves. Therefore, entire profits of H 396.01 million earned during FY 2023-24 have been
retained in the Statement of Profit and Loss Account.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Directors of the Company are highly experienced and hold expertise
in their respective fields of technical, finance, strategic and operational management and
administration. None of them are disqualified under Section 164(2)(a) and (b) of the
Companies Act, 2013.
During FY 2023-24, there were no changes in the Board's
composition except for change in designation of the following Directors:
1. The designation of Mr. Suneet J Desai (DIN: 09085067) was changed
from an Executive Director to a Whole-Time Director in the Board Meeting held on 1st
April, 2023.
2. The designation of Mr. Ninad N Patkar (DIN: 09079018) was changed
from an Executive Director to a Whole-time director in the Board Meeting held on 1st
April, 2023.
As on 31st March, 2024, the Board of our Company consists of
following members:
1. Mr. Pranav Kiran Ashar – Chairman & Managing Director
2. Mr. Ravi Ramalingam – Whole-time Director
3. Mr. Suneet J Desai – Whole-time Director
4. Mr. Ninad N Patkar – Whole-time Director
5. Mr. Pritesh Patangia – Non-Executive Director
Further, the following appointments of the Directors and Key Managerial
Personnel have been made from 1st April, 2024 till the date of this Report:
Directors:
1. Mr. Sreedhar Muppala (DIN: 06550712), was appointed as an
Independent Director in the Extra Ordinary General Meeting of the Company held on 30th
July, 2024.
2. Mr. Gautam Gulabchand Parekh (DIN: 00365417), was appointed as an
Independent Director in the Extra Ordinary General Meeting of the Company held on 30th
July, 2024.
3. Mr. Nihar Niranjan Jambusaria (DIN: 01808733), was appointed as an
Independent Director in the Extra Ordinary General Meeting of the Company held on 30th
July, 2024.
4. Ms. Nina Pradip Kapasi (DIN: 02856816), was appointed as an
Independent Director in the Extra Ordinary General Meeting of the Company held on 30th
July, 2024.
5. Mr. Harish Gopinath Kale (DIN: 02889367), was appointed as an
Independent Director in the Extra Ordinary General Meeting of the Company held on 30th
July, 2024.
Key Managerial Personnel:
1. Mr. Dilkhush Motilal Malesha (PAN: AQEPM6045P) was appointed as the
Chief Financial Officer in the Board Meeting held on 1st June, 2024.
2. Mr. Akshay Prem Kripalani (PAN: AMAPK4719J) was appointed as the
Chief Sales and Marketing Officer in the Board Meeting held on 1st June, 2024.
There was no change in the appointment of the Company Secretary &
Compliance Officer of the Company. Ms. Ritu Jain is the Company Secretary & Compliance
Officer of the Company.
Further, the appointments of the Chairman & Managing Director and
all the Whole-time Directors of the Company were ratified and approved in the Board
Meeting held on 5th August, 2024 and further, ratified and approved by the
shareholders in the Extra Ordinary General Meeting of the Company held on 20th
August, 2024 as mentioned below:
1. Mr. Pranav Kiran Ashar (DIN: 06800729) whose appointment as the
Chairman & Managing Director was ratified and approved in the Board Meeting held on 5th
August, 2024 and further ratified and approved in the Extra Ordinary General Meeting of
the Company held on 20th August, 2024. His original appointment as the Chairman
& Managing Director was made w.e.f. 19th January, 2023 till 18th
January, 2028 in the Board Meeting held on 19th January, 2023.
2. Mr. Ravi Ramalingam (DIN: 08752000) whose appointment as the
Whole-time Director was ratified and approved in the Board Meeting held on 5th
August, 2024 and further ratified and approved in the Extra Ordinary General Meeting of
the Company held on 20th August, 2024. His original appointment as the
Whole-time Director was made w.e.f. 25th January 2023 till 24th
January, 2028 in the Extra Ordinary General Meeting held on 25th January, 2023.
3. Mr. Suneet J Desai (DIN: 09085067) whose appointment as the
Whole-time Director was ratified and approved in the Board Meeting held on 5th
August, 2024 and further ratified and approved in the Extra Ordinary General Meeting of
the Company held on 20th August, 2024. His original appointment was made w.e.f.
1st April, 2023 till 31st March, 2028 in the Board Meeting held on 1st
April, 2023.
4. Mr. Ninad N Patkar (DIN: 09079018) whose appointment as the
Whole-time Director was ratified and approved in the Board Meeting held on 5th
August, 2024 and further ratified and approved in the Extra Ordinary General Meeting of
the Company held on 20th August, 2024. His original appointment was made w.e.f.
1st April, 2023 till 31st March, 2028 in the Board Meeting held on 1st
April, 2023.
The ratification of appointment of the Chairman
& Managing Director and all the Whole-time Directors of the Company
were required pursuant to the Company's conversion from a Private Limited Company to
a Public Limited Company w.e.f. 29th July, 2024. After conversion of the
Company into a Public Limited Company, the requirement of members approval had arisen for
ratification of appointments of the Chairman & Managing Director and all the
Whole-time Directors of the Company.
Retire by Rotation:
1. As per the provisions of the Companies Act, 2013, Mr. Pranav Kiran
Ashar (DIN: 06800729), the Chairman & Managing Director of the Company who has held
office for the longest period since his last appointment, is liable to retire by rotation
at the ensuing Annual General Meeting of the Company and being eligible offer himself for
reappointment. The Nomination and Remuneration Committee and the Board recommend his
reappointment as the Chairman & Managing Director of the Company.
2. As per provisions of the Companies Act, 2013, Mr. Pritesh Patangia
(DIN: 00807664), the Non-Executive Director of the Company, who has held office for the
longest period since his appointment, is liable to retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible offers himself for
re-appointment. The Nomination and Remuneration Committee and the Board recommends his
re-appointment as the Non-Executive Director of the Company.
8. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF
SECTION 149 OF THE COMPANIES ACT, 2013:
The provisions of Section 149(6) of the Companies Act, 2013 pertaining
to the appointment of independent directors do not apply to the Company for FY 2023-24.
As the appointments of Independent Directors were made in FY 2024-25
and henceforth, the declarations were received at that time pursuant to the provisions of
Section 149(7) of the Companies Act, 2013. The declarations from Independent Directors,
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and the applicable rules, have been obtained. The Independent
Directors have also confirmed that there has been no change in the circumstances which may
affect their status as Independent Director and they are not aware of any circumstances or
situations, which exist or may be reasonably anticipated, that could impair or impact
their ability to discharge duties with an objective independent judgment and without any
external influence and that they are independent of the management.
9. MEETING OF INDEPENDENT DIRECTORS:
In accordance with the provisions of the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company for FY 2023-24 is not
applicable.
10. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:
During FY 2023-24, the said provisions were not applicable to the
Company.
Subsequently, the Independent Directors of the Company were appointed
on 30th July, 2024 and the Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience and expertise and
they hold highest standards of integrity.
The Directors of the Company are compliant with the
provisionsofRule6oftheCompanies(Appointmentand Qualification of Directors) Rules, 2014, as
applicable.
11. BOARD EVALUATION:
The provisions of Section 134(3) of the Companies Act, 2013 read with
Rule 8(4) of the Companies (Accounts) Rules, 2014 relating to the formal evaluation of the
Board are not applicable to the Company for FY 2023-24.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The provisions of Section 177(9) and (10) of the Companies Act, 2013
relating to the establishment of a Vigil Mechanism / Whistle Blower Policy is not
applicable to the Company for FY 2023-24. The same is applicable from FY 2024-25.
13. NUMBER OF BOARD MEETINGS:
Notice for every Board Meeting was prepared and circulated in advance
to the Directors. During the year, forty-five (45) Board Meetings were duly convened and
held, the details of which are enclosed as Annexure - I. The intervening gap
between the Board
Meetings was within the period prescribed under the Companies Act,
2013.
The Company is in compliance with the secretarial standards issued by
the Institute of Company Secretaries of India.
14. COMMITTEES OF THE BOARD:
TheprovisionsofSection177(AuditCommittee),Section 178 (Nomination and
Remuneration Committee), and Section 178(5) (Stakeholders' Relationship Committee) of
the Companies Act, 2013 and the rules made thereunder are not applicable to the Company
apart from Section 135 (CSR Committee) of the Companies Act, 2013 and the rules made
thereunder for FY 2023-24.
Post conversion of the Company into a Public Limited Company w.e.f. 29th
July, 2024, the Company has constituted following board committees: (a) Audit Committee
(under Section 177 of the Companies Act, 2013); (b) Nomination and Remuneration Committee
(under Section 178 of the Companies Act, 2013);(c) Stakeholders' Relationship
Committee (under Section 178(5) of the Companies Act, 2013), and (d) committee of
Independent Directors in the Board Meeting held on 3rd August, 2024.
Audit Committee:
The composition of the Audit Committee is as under:
| Sr. No. |
Name of Directors |
Position in committee |
Nature of Directorship |
| 1. |
Mr. Gautam Gulabchand Parekh |
Chairperson |
Non-Executive & Independent Director |
| 2. |
Mr. Ravi Ramalingam |
Member |
Executive Director |
| 3. |
Mr. Harish Gopinath Kale |
Member |
Non-Executive & Independent Director |
| 4. |
Mr. Nihar Niranjan Jambusaria |
Member |
Non-Executive & Independent Director |
Nomination and Remuneration Committee:
The composition of the Nomination and Remuneration Committee is as
under:
| Sr. No. |
Name of Directors |
Position in committee |
Nature of Directorship |
| 1. |
Mr. Nihar Niranjan Jambusaria |
Chairperson |
Non-Executive & Independent Director |
| 2. |
Mr. Harish Gopinath Kale |
Member |
Non-Executive & Independent Director |
| 3. |
Mr. Sreedhar Muppala |
Member |
Non-Executive & Independent Director |
Stakeholders Relationship Committee:
The composition of the Stakeholders' Relationship Committee is as
under:
| Sr. No. |
Name of Directors |
Position in committee |
Nature of Directorship |
| 1. |
Mr. Sreedhar Muppala |
Chairperson |
Non-Executive & Independent Director |
| 2. |
Mr. Pranav Kiran Ashar |
Member |
Executive Director |
| 3. |
Mr. Pritesh Patangia |
Member |
Non-Executive & Non-Independent Director |
Corporate Social Responsibility Committee:
The composition of the Corporate Social Responsibility Committee is as
under:
| Sr. No. |
Name of Directors |
Position in committee |
Nature of Directorship |
| 1. |
Mr. Pranav Kiran Ashar |
Chairperson |
Executive Director |
| 2. |
Mr. Gautam Gulabchand Parekh |
Member |
Non-Executive & Independent Director |
| 3. |
Mr. Ravi Ramalingam |
Member |
Executive Director |
Committee of Independent Directors:
The composition of Committee of Independent Directors is as under:
| Sr. No. |
Name of Directors |
Position in committee |
Nature of Directorship |
| 1. |
Mr. Nihar Niranjan Jambusaria |
Chairperson |
Non-Executive & Independent Director |
| 2. |
Mr. Gautam Gulabchand Parekh |
Member |
Non-Executive & Independent Director |
| 3. |
Ms. Nina Pradip Kapasi |
Member |
Non-Executive & Independent Director |
15. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the Board hereby submits their responsibility statement:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations relating to material
departures;
(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) theDirectorshavetakenproperandsufficientcare for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the 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. Internal Financial Control means the policies and procedures
adopted by the Company for ensuring the orderly and efficient conduct of its business
including adherence to Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information; 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. CHANGES IN THE SHARE CAPITAL:
a. Authorised Share Capital:
As of 31st March, 2024, the authorised share capital
stood at H48,66,25,000/- (Rupees
Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided
into 4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity
Shares of face value of H10 (Rupees Ten Only) each.
In the Extra Ordinary General Meeting of the Company held on 1st
December, 2023, the Company increased its authorised share capital from H 48,51,25,000/-
(Rupees Forty
Eight Crores Fifty One Lakhs Twenty Five Thousand Only) divided into
35,07,425 (Thirty Five Lakhs Seven Thousand Four Hundred Twenty Five) Equity Shares of
face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven
Hundred) 9% Compulsory Convertible Preference Share of face value of H 447.50/- (Rupees
Four Hundred Forty Seven Fifty Paisa Only) each to H 48,66,25,000/- (Rupees Forty Eight
Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 36,57,425 (Thirty Six Lakhs
Fifty Seven Thousand Four Hundred Twenty Five) Equity Shares of face value of H10/-
(Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven Hundred) 9% Compulsory
Convertible Preference Shares of face value of H 447.50/- (Rupees Four Hundred Forty Seven
Fifty Paisa Only) each.
In the Extra Ordinary General Meeting of the Company held on 4th
March, 2024, the authorised share capital of the Company was reclassified from H
48,66,25,000/- (Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only)
divided into 36,57,425 (Thirty Six Lakhs Fifty Seven Thousand Four Hundred Twenty Five)
Equity Shares of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five
Thousand Seven Hundred) 9% Compulsory Convertible Preference Shares of face value of H
447.50/- (Rupees Four Hundred Forty Seven Fifty Paisa Only) each to H 48,66,25,000/-
(Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into
4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares
of face value of H10/- (Rupees Ten Only) each, which was approved on 17th May,
2024 by the Ministry of Corporate Affairs (MCA)/ Registrar of Companies.
Further, in the Extra Ordinary General Meeting of the Company held
on 28th May, 2024, the authorised share capital of the Company increased from H
48,66,25,000/-
(Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only)
divided into 4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred)
Equity Shares of face value of H10/- (Rupees Ten Only) each to H 88,66,25,000/- (Rupees
Eighty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 8,86,62,500
(Eight Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face
value of H10/- (Rupees Ten Only) each.
b. Paid-Up Share Capital:
During FY 2023-24, the Company increased its paid-up share capital
through rights issue of 1,51,488 (One Lac Fifty One Thousand Four Hundred Eighty Eight)
Equity Shares of face value of H10/- (Rupees Ten Only) each at a premium of H 990/-
(Rupees Nine Hundred
Ninety Only) per share totaling to H 1000/- (Rupees One Thousand Only)
per share; in the Board Meeting held on 30th December, 2023.
As of March 31, 2024, the paid-up share capital of the Company was
H 3,65,05,880/-
(Rupees Three Crores Sixty Five Lakhs Five Thousand Eight Hundred
Eighty Only) divided into 36,50,588 (Thirty Six Lakhs Fifty Thousand Five Hundred Eighty
Eight) Equity Shares of face value of H 10/- (Rupees Ten Only) each.
Further, subsequent to the end of FY 2023-24, the Company had
issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand Seven Hundred and Four)
Equity Shares of face value of H 10/- (Rupees Ten Only) each as bonus shares in the ratio
of 8:1 to its shareholders in the Extra Ordinary General Meeting of the Company held on 25th
May, 2024.
The Company has further issued 2,92,04,704 (Two Crore Ninety Two
Lakhs Four Thousand Seven Hundred and Four) Equity Shares of face value of H 10/- (Rupees
Ten Only) each as bonus shares in the ratio of 8:9 to its shareholders in the Extra
Ordinary General Meeting of the Company held on 31st May, 2024.
c. Buy Back of Securities:
The Company has not bought back any of its securities during the year
under review.
d. Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year
under review.
e. Bonus Shares:
The Company has not issued any Bonus Shares during the year under
review i.e FY 2023-24.
However, subsequent to the end of FY 2023-24, the Company had issued
2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand Seven Hundred and Four) Equity
Shares of face value of H 10/- (Rupees Ten Only) each as bonus shares in the ratio of 8:1
to the shareholders in the Extra Ordinary General Meeting of the Company held on 25th
May, 2024. The Company has further issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four
Thousand Seven Hundred and Four) Equity Shares of face value of H 10/- (Rupees Ten Only)
each as bonus shares in the ratio of 8:9 to the shareholders in the Extra Ordinary General
Meeting of the Company held on 31st May, 2024.
f. Employees Stock Option Plan:
The Company has not provided any Employees Stock Option Scheme to its
employees.
17. DEPOSITS:
The Company has not taken any deposits during the year under review.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
The particulars of loans, guarantees or investments made under Section
186 are furnished in Notes No.
07 & 15 of the Audited Financial Statements as on 31st
March, 2024.
19. LOAN FROM DIRECTORS:
During the year under review, the Company has taken H 797 million
unsecured loan from directors. Opening balance of the said loan was H 125.38 million and
repaid of H 717.50 million and closing balance was H 204.88 million. Pursuant to the Rule
2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 declaration has been
received from the Director that the amount has not been given out of the funds acquired by
them, either by borrowings or by accepting loans or deposits. Reference to the Note No. 22
of the Audited Financial Statements as on 31st March, 2024.
20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
PCPL Foundation: Incorporated on 7th April, 2023 under
the provisions of Section 8 of the Companies Act, 2013 and is a wholly owned subsidiary of
Pranav Constructions Limited (formerly known as Pranav Constructions Private Limited).
PCPL Foundation is primarily engaged, inter alia, in promotion of commerce, art, science,
sports, education, research, social welfare activity and contribute to other
socio-economic development or any such objects.
PCPL Infra Private Limited: Incorporated on 16th
January, 2024 under the provisions of the Companies Act, 2013 and is a subsidiary of
Pranav Constructions Limited (formerly known as Pranav Constructions Private Limited).
PCPL Infra Private Limited is primarily engaged, inter alia, in the business of
development, maintenance and operations of infrastructural projects and facilities and to
act as builders, real estate developers for infrastructure projects and facilities.
Except as disclosed above, the Company does not have any other
subsidiary, joint venture, or associate company.
In accordance with Section 129 of the Companies Act, 2013, read with
the rules made thereunder, the Company has prepared a Consolidated Financial Statements of
the Company and all its Subsidiary Companies, as the case may be, which is forming part of
this Report.
A statement containing salient features of the financial statements and
other necessary information of the Subsidiaries/Associates/Joint venture companies in the
format prescribed under Form AOC-1 is included as ‘Annexure II' to
this Report.
The said Form also highlights the financial performance of each of the
Subsidiaries of the Company, as included in the Consolidated Financial Statements of the
Company.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
During the year under review, the Company entered into related party
transactions as defined under Section 188 of the Companies Act, 2013. There have been no
materially significant related party transactions with our Directors, Key Managerial
Personnel or other designated individuals that could potentially create conflicts of
interest with the overall interests of the Company. The particulars of every contract or
arrangements entered into by the Company with related parties referred to in Section
188(1) of the Companies Act, 2013 including material transactions entered at arms'
length basis and in ordinary course of business, as provided under third proviso to
Section 188(1), in prescribed Form No. AOC -2 is appended as Annexure - III
to this Report.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is
provided in Annexure - IV to this Report.
23. AUDITORS:
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M S K A Associates, Chartered
Accountants, the Statutory Auditors of the Company have been appointed for a term of
five (5) years in the Annual General Meeting of the Company held in 2022 till the
conclusion of Annual General Meeting to be held for the year ending 31st March,
2027, on such remuneration, including out of pocket expenses and other expenses as may be
mutually agreed by and between the Board of Directors and the Statutory Auditors.
Secretarial Auditor:
As required under Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors, in its meeting held on 1st April, 2023 has appointed Mr. S
Lakshminarayanan (Membership No. ACS: 6423 and C. P. No.: 2788), Practicing Company
Secretary, as the Secretarial Auditor of the Company to undertake the Secretarial Audit of
the Company for FY 2023- 24 and issue Secretarial Audit Report as required under the
Companies Act, 2013. The Secretarial Audit Report is annexed as Annexure VI which
forms part of this Report.
Internal Auditor:
Mr. Rajat Tibra, Chartered Accountants (Membership No. ACA471011), was
appointed as the Internal Auditor of the Company for FY 2023-24 in the Board Meeting held
on 25th October, 2023.
Cost Auditor:
M/s. V. J. Talati Co., Cost Accountants (Registration No. R00097)
was appointed as the Cost Auditor of the Company for FY 2023-24 in the Board Meeting held
on 27th September, 2023.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITOR IN THEIR REPORTS:
There were no qualifications, reservations or adverse remarks made by
the Auditors and Secretarial Auditors in their respective reports.
25. ANNUAL RETURN:
In compliance with the provisions of Section 92(3) and Section
134(3)(a) of the Companies Act, 2013, the draft Annual Return in Form MGT-7 for FY
2023-24, is made available on the website of the Company at
https://www.pranavconstructions.com.
26. MATERIAL CHANGES AND COMMITMENT (IF ANY) AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATES AND THE DATE OF THIS REPORT:
Following material changes and commitments occurred during FY 2023-24
and till the date of this Report affecting the financial position of the Company:
Authorised Share Capital:
During FY 2023-24, the Company increased its authorised share
capital from H 48,51,25,000/-
(Rupees Forty Eight Crores Fifty One Lakhs Twenty Five Thousand Only)
divided into 35,07,425 (Thirty Five Lakhs Seven Thousand Four Hundred Twenty Five) Equity
Shares of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five
Thousand Seven Hundred) 9% Compulsory Convertible Preference Share of face value of H
447.50/- (Rupees Four Hundred Forty Seven Fifty Paisa Only) each to H 48,66,25,000/-
(Rupees Forty Eight Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into
36,57,425 (Thirty Six Lakhs Fifty Seven Thousand Four Hundred Twenty Five) Equity Shares
of face value of H10/- (Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven
Hundred) 9% Compulsory Convertible Preference Shares of face value of H 447.50/- (Rupees
Four Hundred Forty Seven Fifty Paisa Only) each in the Extra Ordinary General Meeting of
the Company held on 1st December, 2023.
In the Extra Ordinary General Meeting of the Company held on 4th
March, 2024, the authorised share capital of the Company was reclassified from H
48,66,25,000/- (Rupees Forty Eight Crores Sixty Six
Lakhs Twenty Five Thousand Only) divided into 36,57,425 (Thirty Six
Lakhs Fifty Seven Thousand Four Hundred Twenty Five) Equity Shares of face value of H10/-
(Rupees Ten Only) each and 10,05,700 (Ten Lakhs Five Thousand Seven Hundred) 9% Compulsory
Convertible Preference Shares of face value of H 447.50/- (Rupees Four Hundred Forty Seven
Fifty Paisa Only) each to H 48,66,25,000/- (Rupees Forty Eight Crores Sixty Six Lakhs
Twenty Five Thousand Only) divided into 4,86,62,500 (Four Crores Eighty Six Lakhs Sixty
Two Thousand Five Hundred) Equity Shares of face value of H10/- (Rupees Ten Only) each,
which was approved on 17th May, 2024 by the Ministry of Corporate Affairs
(MCA)/Registrar of Companies.
Further,theauthorisedsharecapitaloftheCompany increased from H
48,66,25,000/- (Rupees Forty Eight
Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into
4,86,62,500 (Four Crores Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares
of face value of H10/- (Rupees Ten Only) each to H 88,66,25,000/- (Rupees Eighty Eight
Crores Sixty Six Lakhs Twenty Five Thousand Only) divided into 8,86,62,500 (Eight Crores
Eighty Six Lakhs Sixty Two Thousand Five Hundred) Equity Shares of face value of H10/-
(Rupees Ten Only) each.
Paid-Up Share Capital:
During FY 2023-24, the company increased its paid-up share capital
through Rights issue of 1,51,488 (One Lac Fifty One Thousand Four Hundred Eighty Eight)
equity shares of face value of H 10/- (Rupees Ten Only) each at a premium of H 990/-
(Rupees Nine Hundred Ninety Only) per share totaling H 1000/- (Rupees One Thousand
Only) per share; in the Board meeting held on 30th December,
2023. As of March 31, 2024, the paid-up share capital of the company was H 3,65,05,880
(Rupees Three Crores Sixty Five Lakhs Five Thousand Eight Hundred Eighty Only) divided
into 36,50,588 (Thirty Six Lakhs Fifty Thousand Five Hundred Eighty Eight) equity shares
of face value of H10 (Rupees Ten Only) each.
In the Extra Ordinary General Meeting of the Company held on 25th
May, 2024, the Company had issued 2,92,04,704 (Two Crore Ninety Two Lakhs Four Thousand
Seven Hundred and Four) Equity Shares of face value of H 10/- (Rupees Ten
Only) each as bonus shares in the ratio of 8:1 to its shareholders.
The Company has further issued 2,92,04,704 (Two Crore Ninety Two
Lakhs Four Thousand Seven Hundred and Four) Equity Shares of face value of H10/- (Rupees
Ten Only) each as bonus shares in the ratio of 8:9 to its shareholders in the Extra
Ordinary General Meeting of the Company held on 31st May, 2024.
Incorporation of subsidiary companies:
PCPL Foundation: Incorporated on April 7, 2023, as a Section 8
Company under the provisions of the Companies Act, 2013 and is a wholly owned subsidiary
of Pranav Constructions Limited (Formerly known as Pranav Constructions Private Limited).
PCPL Infra Private Limited: Incorporated on January 16, 2024 as a
private limited company under the provisions of the Companies Act, 2013 and is a
subsidiary of Pranav Constructions Limited (Formerly known as Pranav Constructions Private
Limited).
Conversion into a public limited company:
Pursuant to a resolution passed in the Extra Ordinary General
Meeting of the Company held on 5th June, 2024, the Company was converted from a
Private Limited Company to a Public Limited Company w.e.f. 29th July, 2024.
Proposed to raise capital through Initial Public Offering:
AtameetingheldonAugust20,2024,themembers approved a proposal to
raise capital through an initial public offering (IPO) and an offer for sale. The public
issue will consist of a fresh issue of Equity Shares aggregating up to H 3,850 million and
an offer for sale of up to 18,61,800 Equity Shares.
27. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF
ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:
In terms of the requirement of the Companies Act, 2013, the Company has
developed and implemented a Risk Management Policy, the objective of which shall be to
ensure identification, evaluation, monitoring and minimizing identifiable risks in a
timely manner through the Board of Directors of the Company.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The common risks inter-alia are: Regulations, Competition, Business
risk, Retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
28. FRAUD REPORTING:
During the year under review, no cases of fraud have been reported to
the Board.
29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM:
The provisions of Section 177 of the Companies Act, 2013 read with
Rules 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 are not applicable
to the Company during FY 2023-24.
30. IN CASE OF A COMPANY COVERED UNDER SUB-SECTION (1) OF SECTION 178,
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION 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:
The provisions of Section 178 of the Companies Act, 2013 is not
applicable to the Company for FY 2023-24.
31. HUMAN RESOURCES:
A well-disciplined workforce lies at the very foundation of the
Company's major achievements and shall well continue for the years to come.
The Company treats its workforce as one of its most important assets.
The management has always carried out systematic appraisal of performance and imparted
training at periodic intervals. The Company has always recognized talent and has
judiciously followed the principle of rewarding performance.
32. A STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING
TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has a Policy on Prevention of Sexual Harassment at
Workplace. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
Your Director state that the Company has complied with the provisions
relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the
Company has not received any complaints pertaining to sexual harassment during FY 2023-24.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There is no material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future options.
34. COST RECORDS COST AUDIT:
In respect of FY 2023-24, the Company is required to maintain cost
records as specified by the Central Government under Section 148(1) of the Companies Act,
2013 for the construction industry, and accordingly such accounts and records are made and
maintained by the Company.
The said cost accounts and records are also required to be audited
pursuant to the provisions of Section 148 of the Companies Act, 2013, read with relevant
notifications/ circulars issued by the Ministry of Corporate Affairs from time to time,
and accordingly, the Board of Directors has appointed M/s. V. J. Talati & Co., Cost
Accountants, as the Cost Auditors of the Company for FY 2023- 24.
In respect of FY 2024-25, the Board, in its meeting dated 24.09.2024
based on the recommendation of the Audit Committee, has approved the appointment of M/s.
V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company. The
resolution for ratification of the remuneration to be paid for the said appointment for FY
2024-25 is included in the notice of the ensuing Annual General Meeting.
The Company has received the Cost Audit Report for FY 2023-24 from the
Cost Auditors of the Company and there was no qualification, reservation or adverse remark
or disclaimer made by the Cost Auditors in their Report.
The provisions of Section 148 of the Companies Act, 2013 relating to
Cost Audit is applicable to the Company and the report is enclosed as Annexure – V.
35. SECRETARIAL AUDIT:
The Company has appointed Mr. S. Lakshminarayanan (Membership No: F6423
and CP: 2788), Practicing Company Secretary, to carry out Secretarial Audit in terms of
Section 204 of the Companies Act, 2013 for FY 2023-24. The Secretarial Audit Report for FY
2023-24 received from Mr. S. Lakshminarayanan in Form MR-3 is appended as Annexure
- VI to this Report.
There has been no qualification, reservation or adverse remark given by
the Secretarial Auditors of the Company in its Report.
36. INTERNAL AUDIT:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions,
if any, of the Companies Act, 2013, the Board has appointed Mr. Rajat Tibra,
Chartered Accountant (Membership No. ACA471011) as the Internal Auditor
of the Company for FY 2023-24 in its meeting dated 25.10.2023. The Internal Auditor
presents its report to the Audit Committee at the relevant meetings.
37. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility is applicable to the Company. The Company has constituted
Corporate Social Responsibility Committee under the provisions of Section 135 of Companies
Act, 2013 and the rules made thereunder to monitor its CSR activities.
CSR Policy:
The contents of the CSR Policy of the Company as approved by the Board
on the recommendation of the CSR Committee is available on the website of the Company and
can be accessed through the web link at https://www.pranavconstructions.com/
corporate-governance/
The Annual Report on CSR Activities undertaken by the Company during FY
2023-24, is annexed as Annexure – VII which forms part of this Report.
38. INTERNAL FINANCIAL CONTROL:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious observation has been received from the Statutory Auditors and the
Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
39. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the
Company's business, size and complexity of its operations are in place and have been
operating satisfactorily. Internal control systems comprising of policies and procedures
are designed to ensure reliability of financial reporting, timely feedback on achievement
of operational and strategic goals, compliance with policies, procedure, applicable laws
and regulations. Internal control systems are designed to ensure that all assets and
resources are acquired economically, used efficiently and adequately protected.
40. PARTICULARS OF EMPLOYEES:
The provisions of Section 197 of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, were not applicable to the Company during FY 2023-24 as the Company was a private
limited company. However, following the conversion of the Company into a public limited
company, these provisions have become applicable from FY 2024-25.
However, following the conversion of the Company into a public limited
company and after the completion of FY 2023-24, the Company has obtained
shareholders' approval authorizing the payment of remuneration exceeding the
prescribed limits for FY 2023-24 as per Section 197 of the Companies Act, 2013.
41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:
Therehasbeennoapplicationmadeoranyproceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There has been no settlement made with the banks or financial
institutions during the year under review.
43. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that the Company has devised
propersystemstoensurecompliancewiththeprovisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate
and operating effectively.
44. CAUTIONARY STATEMENT:
The statements contained in this Report contain certain statements
relating to the future and therefore are forward-looking statements within the meaning of
applicable laws and regulations. Actual results could differ materially from those
expressed or implied due to various factors such as economic conditions, change in
government regulations, tax regime, other statutes, market forces and other associated and
incidental factors.
45. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to Bankers,
Business Associates, Consultants and various government authorities for their continued
support extended to the Company's business and activities during the year under
review. Your Directors also acknowledge gratefully the shareholders for their support and
confidence reposed on the Company.
| For Pranav Constuctions Limited |
|
| (Formerly known as Pranav Constructions Private Limited) |
|
| Pranav Kiran Ashar |
Ravi Ramalingam |
| Managing Director |
Whole Time Director |
| Din- 06800729 |
Din- 08752000 |
| Date: 24th September 2024 |
|
| Place: Mumbai |
|
