PNGS Gargi Fashion Jewellery Ltd
Directors Reports
To
The Members,
Your Directors have a pleasure in presenting the 14thAnnual Report together
with the audited financial statements, for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
Particulars |
For the Financial Year ended 31st March, 2023 |
For the Financial Year ended 31st March, 2022 |
Turnover |
2867.36 |
593.93 |
Other Income |
15.38 |
0.01 |
Gross Income |
2882.74 |
593.94 |
EBIDTA |
665.76 |
152.37 |
Interest |
13.86 |
1.95 |
Depreciation & Amortization |
17.71 |
2.05 |
Profit / (Loss) before Tax |
634.19 |
148.37 |
Less : Current Tax |
162.59 |
40.11 |
(Less) / Add : Previous Year's Tax |
3.22 |
0.15 |
(Less) / Add: Deferred Tax |
(0.57) |
(2.42) |
Profit / (Loss) after Tax |
468.95 |
110.53 |
Other Comprehensive Income |
|
|
- Re-measurement gain/(loss) on defined benefit plans |
(0.82) |
(0.23) |
- Effect of income tax |
0.21 |
0.06 |
Other Comprehensive Income, net of tax |
(0.61) |
(0.17) |
Total Income, net of tax |
468.34 |
110.36 |
Basic and Diluted Earnings Per share (EPS) |
10.20 |
394.70 |
2. OPERATIONS OF THE COMPANY AND THE STATE OF COMPANY'S AFFAIRS
Your Company is engaged in the retail business of costume and fashion jewellery under
the brand name "Gargi by P. N. Gadgil & Sons" which was launched in 2021
under the artificial jewellery segment. The Company deals in 92.5% certified sterling
silver jewellery, brass and copper jewellery, idols and other gift articles. During the
financial year, your Company has reported a total revenue of Rs. 2882.74 Lakhs against Rs.
593.94 Lakhs in the previous financial year. The net profit for the current financial year
stood at Rs. 468.34 Lakhs against Rs. 110.36 Lakhs in the previous financial year.
LISTING OF EQUITY SHARES
Equity shares of your Company were listed on the Bombay Stock Exchange (BSE Limited) on
SME Platform on 20th December, 2022. The Company got listing approval from BSE
Limited (SME Platform) on 19th December, 2022. The trading symbol of the
Company is 'GARGI'. Listing fees and the custodian charges to depositories, for the FY
2022-23 have been paid to BSE, NSDL and CDSL respectively.
PUBLIC ISSUE (INITIAL PUBLIC OFFER)
During the year under review, your Company successfully completed its Initial Public
Offering (IPO) of 26,00,000 equity shares was made of face value Rs.10/- each, at a price
of Rs. 30/- per equity share (including a premium of Rs. 20/- per equity share)
("issue price") aggregating Rs. 780.00 lakhs ("the issue") of which
1,36,000 equity shares aggregating to Rs. 40.80 lakhs was reserved for subscription by
market maker. The issue constitutes 27.00% of the post-issue paid- up equity share capital
of your Company. Your Directors placed on record their appreciation of contributions made
by the entire IPO team with all the dedication, diligence and commitment which led to
successful listing of the Company's equity shares on the BSE SME platform. Further, the
success of the IPO reflects the trust and faith reposed in the Company by the Investors,
customers and business partners and your Directors thank them for their confidence in the
Company.
DEMATERIALIZATION OF SHARES
All the Shares of your Company are in Dematerialization mode as on 31st
March, 2023. The ISIN of the Equity Shares of your Company is INE0NT601018.
3. EXPANSION
The Company operates through shop in shop model and has point of sales (POS) counters
at 30 showrooms across the states of Maharashtra, Gujarat and Karnataka of P. N. Gadgil
& Sons Limited and P. N. Gadgil Art & Culture Foundation pursuant to its agreement
with respective companies. Further the Company has opened 2 new Shop in Shop retail point
of Sales on 14th and 15th April 2023 respectively, at Shoppers Stop
(Viviana Mall), Thane and Shoppers Stop (Inorbit Mall), Malad, Mumbai. The Company also
has plans to open its standalone retail stores in the FY 2023-24 and expand through
franchisees.
4. CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there was no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY 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, between the end of the financial period of the Company to which the financial
statements relate and the date of this report.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators, courts or
tribunals, which affect the going concern status of the Company and its operations in
future.
7. RESERVES
The Board of Directors have not proposed to transfer any amount to any Reserve.
Therefore, entire profits of Rs. 468.95 Lakhs earned during the financial year 2022-23
have been retained in profit and loss account.
8. DIVIDEND
The Board of Directors do not recommend any dividend for the financial year ended on 31st
March, 2023 in order to conserve resources for future development.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, the Board of your Company comprises of 6 Directors
including 3 NonExecutive Directors and 3 Independent Directors of which 1 being a woman
director.
Appointments/ Resignations:
During the year under review, the Board of Directors at its Meeting held on 03rd
November, 2022 appointed Mr. Ranjeet Natu (DIN: 02892084), Mr. Ashok Gokhale (DIN:
02415119) and Mrs. Sweta Khandelwal (DIN: 00098451) as Additional (Independent)
Director of the
Company, in accordance with the provisions of Sections 149, 150 and 152 read with
Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year under review, Mr. Vishwas Bokil, Director (DIN: 01718286) and Mr.
Shailesh Bagaitkar, Director (DIN: 02520201) resigned from the Company with effect
from 15th September 2022.
On the basis of representations received from the Directors, none of the Directors of
the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules
made thereunder or any other provisions of the Companies Act, 2013. The Directors have
also made necessary disclosures to as required under provisions of section 184(1) of the
Companies Act, 2013. All members of the Board of Directors and senior management personnel
affirmed compliance with the Company's Code of Conduct policy for the financial year
2022-23.
In the opinion of the Board, there has been no change in the circumstances which may
affect the status of the Independent Directors of the Company and the Board is satisfied
about the integrity, expertise, and experience including proficiency in terms of Section
150(1) of the Act and applicable rules thereunder of the Independent Directors on the
Board and proposes their appointment at the ensuing Annual General Meeting.
During the year under review, the Board of Directors at its Meeting held on 03rd
November, 2022 appointed Mr. Prasad Ghodke as Manager of the Company pursuant to
provisions of Section 196, 197, 198 and 203 and other applicable provisions of the
Companies Act, 2013, and Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including rules, notifications, statutory modifications, amendments or
re-enactments thereof for the time being in force and from time to time) read with Part I
and Section I of Part II of Schedule V of the said act.
The shareholders at their meeting held on 07th November 2022 approved the
appointment of Mr. Prasad Ghodke as a Manager of the Company.
The Board of Directors in its meeting held on 01st October 2022 appointed Ms.
Bhargavi Kulkarni as Company Secretary and Compliance Officer of the Company and Mr.
Vishwas Honrao as Chief Financial Officer of the Company and also designated them as
Key Managerial Personnel.
Retirement by Rotation:
Pursuant to Section 152 of the Companies Act 2013 read with Article 94 of Articles of
Association of the Company, Mr. Aditya Modak (DIN : 09237633) Director of the Company is
liable to retire by rotation and being eligible has offered himself for reappointment at
the ensuing Annual General Meeting. The Board recommends his reappointment.
Declarations given by Independent Directors under Section 149(6) of the Companies Act,
2013:
The Company has received declarations from the Independent Directors of the Company
under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and there has been
no change in the circumstances which may affect their status as Independent Directors.
Further, they have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.
During the FY 2022-23 separate meeting exclusively of Independent Directors was held on
06th February 2023.
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial period 2022-23, the Board of Directors met 13 times, the
details of which are as under.
Sr. No. |
Dates on which Board Meetings were held |
Total Strength of the Board |
No. of Directors present |
1. |
11th June, 2022 |
5 |
3 |
2. |
25th July, 2022 |
5 |
3 |
3. |
01st September, 2022 |
5 |
3 |
4. |
15th September, 2022 |
5 |
3 |
5. |
22nd September, 2022 |
3 |
2 |
6. |
01st October, 2022 |
3 |
3 |
7. |
03rd November, 2022 |
3 |
3 |
8. |
07th November, 2022 |
6 |
6 |
9. |
25th November, 2022 |
6 |
5 |
10. |
28th November, 2022 |
6 |
6 |
11. |
02nd December, 2022 |
6 |
5 |
12. |
16th December, 2022 |
6 |
4 |
13. |
06th February, 2023 |
6 |
6 |
Attendance of Directors at Board Meetings
Name of the Directors |
No of Board meetings held |
No of Board Meetings attended |
Mr. Govind Gadgil |
13 |
12 |
Mr. Amit Modak |
13 |
10 |
Mr. Aditya Modak |
13 |
12 |
Mrs. Sweta Khandelwal |
*6 |
6 |
Mr. Ashok Gokhale |
*6 |
6 |
Mr. Ranjeet Natu |
*6 |
6 |
*Total meetings held after their appointment as Director
11. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013,
your Directors state as under -
(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 had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial period and of
the profit of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating effectively;
and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
12. MANAGEMENT DICSUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for
the year under review forms the part of this report and is marked as Annexure - 'A' to
this report.
13. COMMITTEES OF BOARD
Audit Committee
Your Directors have constituted the Audit committee in accordance with Section 177 of
the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers)
Rules, 2014 on 03rd November, 2022. The members of the Committee are as
follows:
1. Mr. Ranjeet Sadashiv Natu, Independent Director, Chairman of the Committee
2. Mrs. Sweta Ashish Khandelwal, Independent Director
3. Mr. Aditya Amit Modak, Director
Three (3) meetings of the Committee were held during the period ended 31st
March, 2023 on 07th November, 2022, 25th November, 2022, 06th
February, 2022 detailed as under:
Names of Members |
No of meetings attended |
Mr. Ranjeet Sadashiv Natu |
3 |
Mrs. Sweta Ashish Khandelwal |
3 |
Mr. Aditya Amit Modak |
3 |
Further, there were no such instances where the recommendation of the Audit Committee
were not accepted by the Board during the financial year under review.
Nomination and Remuneration Committee
Your directors have constituted a Nomination and Remuneration Committee as required
under the provisions of Section 178 of the Companies Act, 2013. The Nomination and
Remuneration Committee consists of following members:
1. Mr. Ashok Namdeo Gokhale, Independent Director, Chairman of the Committee
2. Mr. Ranjeet Sadashiv Natu, Independent Director
3. Mr. Govind Vishwanath Gadgil, Director
Two (2) meetings of the Committee were held during the period ended 31st March, 2023 on
03rd November, 2022 and 07th November, 2022, detailed as under:
Names of Members |
No. of meetings attended |
Mr. Ashok Namdeo Gokhale |
2 |
Mr. Ranjeet Sadashiv Natu |
2 |
Mr. Govind Vishwanath Gadgil |
2 |
Policy on Nomination and Remuneration for the Board and Senior Officials is available
on the website of the Company at https://www.gargibypng.com/corporate-policies/
Stakeholders Relationship Committee
Your Board has constituted Stakeholders Relationship Committee under the provisions of
Section 178(5) of Companies Act, 2013 on 3rd November, 2022. The Committee
consists of following members:
1. Mr. Ranjeet Sadashiv Natu, Independent Director, Chairman of the Committee
2. Mrs. Sweta Ashish Chandrakant Khandelwal, Independent Director
3. Mr. Aditya Modak, Director
This Committee is primarily responsible to review all matters connected with the
Company's transfer/ transmission of securities and redressal of shareholder's / investor's
/ security holder's complaints.
The Committee met once on 3rd February, 2023 during the year under review
and all the members attended the meeting.
Borrowing Committee
Your Board has constituted Borrowing Committee in view of need for operational
convenience. The Committee consist of following members:
1. Mr. Govind Vishwanath Gadgil, Director
2. Mr. Amit Yeshwant Modak, Director
3. Mr. Aditya Amit Modak, Director
This Committee is authorized to borrow in the form of fund based and non-fund credit
facilities from Bankers, financial institutions, bodies corporate and other eligible
entities upto the amount approved by the Board of Directors of the Company from time to
time.
14. ANNUAL RETURN
As per the Companies (Management and Administration) Amendment Rules, 2020 dated 28th
August, 2020, the Annual Return is being placed on the website of the Company
https://www.gargibypng.com/.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into contracts / arrangements / transactions with the related
parties (RPTs) during the financial year 2022-23, which were on arm's length basis and in
the ordinary course of business. Your attention is drawn to the related party disclosure
made in the note contained in the financial statements of the Company.
There have been no materially significant related party transactions with the Company's
Promoters, Directors and others as defined in Section 2(76) of the Companies Act, 2013
which may have potential conflict of interest with the Company at large. Disclosure in
Form AOC-2 is enclosed herewith as Annexure - 'B'.
In compliance with the provisions of the Companies Act, 2013, each transaction as
entered by the Company with its related parties is placed before the Audit Committee. A
prior omnibus approval of the Audit Committee is obtained on a yearly basis for the
transactions which are foreseen and repetitive in nature. The transactions pursuant to the
omnibus approval so granted, a detailed quarterly statement of such RPTs is placed before
the Audit Committee for its review. The policy on Related Party Transactions as approved
by the Board is available on the website of the Company at
https://www.gargibypng.com/corporate-policies/
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The Company has neither granted any loan, given any guarantees nor made any investments
during the financial period under consideration.
17. DEPOSITS
Your Company has not accepted any deposits during the year in terms of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No
deposits remained unpaid or unclaimed as at the end of the year and there was no default
in repayment of deposits or payment of interest thereon during the year.
18. UNSECURED LOANS
During the year under reporting, the Company has accepted Rs. 75 Lakhs Unsecured Loan
from Mr. Govind Vishwanath Gadgil, Director (DIN 00616617) of the Company. Pursuant to
rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 a declaration has
been received from him that the amount has not been given out of the funds acquired by
him, either by borrowings or by accepting loans or deposits from others. Refer Note No.
17.2 of the Financial Statement.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions pertaining to Corporate Social Responsibility of Section 135 of the
Companies Act, 2013 are not applicable to the Company, hence there is nothing to mention
for the year under review.
20. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE PERIOD
No company has become or ceased to be subsidiary, joint venture or associate company
during the year under review.
21. PERFORMANCE OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND THEIR
CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
As the Company does not have any Subsidiary/Joint Venture/Associate Company as on March
31st, 2023, hence there is nothing to report for the year under review.
22. SECRETARIAL STANDARDS
The Company generally complies with all applicable secretarial standards, issued by the
Council of the Institute of Company Secretaries of India and made applicable as per
Section 118(10) of the Companies Act, 2013.
23. COST RECORDS
The provisions of Section 148 of the Companies Act, 2013 read with Notifications/
Circulars issued by the Ministry of Corporate affairs from time to time, regarding
maintenance of Cost records, are not applicable to the company.
24. RISK MANAGEMENT
Every business is subject to risks, uncertainties that could cause actual results to
differ materially from those contemplated. The Company has in place a mechanism comprising
of regular audits and checks to inform the Board members about the Risk assessment and
mitigation plans and periodical reviews to ensure that the critical risks are controlled
by the management. Major risks identified are systematically addressed through risk
mitigation actions on a continuing basis.
25. CASES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place a policy for prevention of sexual harassment at workplace.
This inter alia provides a mechanism for the resolution, settlement or prosecution of acts
or instances of Sexual Harassment at work and ensures that all employees are treated with
respect and dignity. The Internal Complaints Committee(s) (ICC) has been set up by the
Company to redress complaints received regarding sexual harassment and No compliant has
been received till date.
Policy is available on the website of the Company at
https://www.gargibypng.com/corporate- policies/
During the year under review, in this regard,
In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013, read with Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Rule 2013, the report for the year ended on March
31, 2023
No. of Complaints received in the year Nil No. of complaints disposed off in the year;
Nil Cases pending for more than 90 days; Nil
No. of workshops and awareness programmes conduced in the year; Nil Nature of action by
employer or District Officer, if any Nil
26. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The formal evaluation mechanism has been adopted for evaluating the performance of the
Board as well as its Committees and Individual Directors of the Board.
The exercise was carried out through a structured evaluation process covering various
aspects such as composition of the Board & Committees, experience and competencies,
performance of specific duties and obligations, attendance and contribution at Board
meetings / Committee meetings / General meetings, preparedness for meetings, effective
decision making ability, knowledge of sector where Company operates, understanding and
avoidance of risk while executing functional duties, successful negotiating ability,
initiative to maintain corporate culture, commitment, dedication of time, leadership
quality, attitude, initiatives and responsibilities undertaken, achievements etc.
In a separate meeting of Independent Directors held on 06th February, 2023,
performance of non-independent Directors, performance of Board as a whole and performance
of the Chairman were evaluated taking into account the views of executive and
non-executive Directors. The said meeting was attended by all the Independent Directors.
Further, the Board has expressed its satisfaction and has been thankful to all its
Independent Directors for sharing their knowledge and expertise which has been proved
beneficial towards the progress of the Company.
27. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)
The Board has adopted a Board Diversity Policy which sets the criterion for appointment
as well as continuance of Directors, at the time of re-appointment of director in the
Company. As per the policy, the Board has an optimum combination of members with
appropriate balance of skill, experience, background, gender and other qualities of
directors required by the directors for the effective functioning of the Board. The
Nomination and Remuneration Committee recommends remuneration of the Directors, subject to
overall limits set under the Act, as outlined in the Remuneration Policy.
28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO:
There is nothing to be reported with respect to conservation of energy, technology
absorption and foreign exchange as required to be disclosed under Section 134(3) (m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
Foreign Exchange earnings and outgo:
Foreign Exchange earned in terms of actual inflows during the year: NIL Foreign
Exchange outgo during the year in terms of actual outflows: NIL
29. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in place a Whistle Blower Policy establishing a vigil mechanism, to
provide a formal mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail such mechanism and also provide for direct access to
the Chairman of the Audit Committee. The Policy can be accessed on the website of the
Company at https://www.gargibypng.com/corporate-policies/
30. ADEQUACY OF INTERNAL FINANCIAL CONTROL
Your Board is responsible for establishing and maintaining adequate internal financial
control as per Section 134 of the Act.
Your Board has laid down policies and processes with respect to internal financial
controls and such internal financial controls are adequate and operating effectively. The
internal financial controls covered the policies and procedures adopted by the Company for
ensuring orderly and efficient conduct of business including adherence to Company's
policies, safeguarding of the assets of the Company, prevention, and detection of fraud
and errors, accuracy and completeness of accounting records and timely preparation of
reliable financial information.
31. AUDITORS AND THEIR REPORTS Statutory Auditors
The Company has appointed M/s Khandelwal Jain & Associates, Chartered
Accountants, Pune (FRN 139253W) as Statutory Auditors of the Company in 12th
Annual General Meeting held on 31st August 2021 to hold the office till the
conclusion of the Annual General Meeting of the Company to be held in the year 2026 for
the financial year ending 31st March 2026.
The observations, if any, made by the Statutory Auditors in their Auditors Report
together with the notes to accounts, as append thereto are self-explanatory and hence does
not call for any further explanation. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer.
During the Financial Year 2022-23, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3)(ca) of the Companies Act, 2013.
Secretarial Auditors
The Company has appointed M/s Dakhawe Apte & Associates, Company Secretaries
(UCN PH2022MH090400) as Secretarial Auditors of the Company in accordance with the
provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 for the Financial Year 2022-23.
The report of the Secretarial Auditor MR-3 for the financial year 2022-23 is enclosed
as Annexure 'C' to this Board's Report, which is self-explanatory. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.
Internal Auditors
The Company has appointed M/s Joshi & Sahney, Chartered Accountants, Pune
(FRN 104359W) as the Internal Auditors of the Company under the provisions of section 138
of the Act, for conducting the internal audit of the Company for the financial year
2022-23.
32. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company by its officers or employees, hence,
there is nothing to be mentioned in the Board's report in this regard.
33. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The details of Managerial Remuneration, Key Managerial Personnel and employees of the
Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been
set out as Annexure - 'D' to this Report, attached hereto.
34. COMPANY'S WEBSITE
Your Company has its fully functional website www.gargibypng.com which has been
designed to exhibit all the relevant details about the Company. The site carries a
comprehensive database of information of the Company including the Financial Results of
your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/
Codes, business activities and current affairs of your Company. All the mandatory
information and disclosures as per the requirements of the Companies Act, 2013, Companies
Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and also the non-mandatory information of Investors'
interest / knowledge has been duly presented on the website of the Company.
35. CORPORATE GOVERNANCE
Since the Company is listed on BSE SME, the Company is exempt from applicability of
certain regulations pertaining to 'Corporate Governance' under Securities & Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has been practicing sound Corporate Governance and takes necessary actions
at appropriate times for enhancing and meeting stakeholders' expectations while continuing
to comply with the mandatory provisions and strive to comply non-mandatory requirements of
Corporate Governance.
Report on Corporate Governance Practices and the Auditors Certificate regarding
compliance of conditions of Corporate Governance and certification by CEO/Whole time
Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
36. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI
(LODR) REGULATIONS, 2015
In accordance with the offer document of the Initial Public Offer, the Company had
estimated utilization of Rs.200 Lakhs towards Funding Working Capital requirements of the
Company and Rs. 176.95 Lakhs towards General Corporate Purposes for the financial year
ended 2022-23. The actual utilization was Rs. 137.4 Lakhs towards Funding Working Capital
requirements of the Company and Rs. 176.95 still remained unutilized. The shortfall in
utilization of funds as against what was estimated was due to the following reasons:
i. The management was expecting opening of SIS (Shop In Shop) during the 4th quarter of
FY 2022-23, where investments were to be made in inventory, there was a delay in opening
of the same due to service providers.
ii. For its expansion plans the management had previously decided to follow FOFO
(Franchise Owned Franchise Operated) model but later it was decided to follow FOCO
(Franchise Operated Company Owned) model where deposit is taken from the franchisee for
inventory value and there is no need to invest in inventory.
37. DETAILS OF APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There is nothing to report under this for the year under review.
38. DETAILS ON ONE TIME SETTLEMENT
There is nothing to report under this for the year under review.
39. ACKNOWLEDGEMENTS:
The Directors place on record their sincere appreciation of the co-operation extended
by the Bankers of the Company, Stakeholders, business associates, consultants, and various
Government Authorities for their continued support extended to your Company's activities
during the period under review.
The Board further take opportunity to place on record its deep appreciation for the
committed efforts by the employees of Company at all the levels.
Date: 10.05.2023 |
|
Place: Pune |
For & on behalf of the Board |
|
PNGS Gargi Fashion Jewellery Limited |
|
Sd/- |
|
Govind Vishwanath Gadgil |
|
DIN:00616617 |
|
Chairman & Director |
|
576, N C Kelkar Road, Shaniwar Peth Opp |
|
Kesari Wada, Pune 411030 |