The Directors take pleasure in presenting the 17th Annual Report on the business and operations of your Company along with the audited standalone financial statements with Auditors' report for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31, 2023 is summarized below:
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(Amount in Millions)
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Particulars
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2022-23
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2021-22
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Total Revenue
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1824.92
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1767.74
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Total Expenses
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1722.62
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1683.02
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Profit /(Loss) Before Tax
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103.33
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86.35
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Less/Add: Provision for Taxation/Deferred tax
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30.35
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25.97
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Profit/(Lo$s) After Taxation
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72.98
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60.38
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Balance carried to Balance Sheet
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72.98
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60.38
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2. REVIEW OF OPERATIONS
During the year under review, the Total Revenue of the Company is Rs. 1824.92/- and Profit after Tax (PAT) is Rs. 72.98/- as compared to Total Revenue of Rs. 1767.74/- and Profit after Tax (PAT) of Rs. 60.38/- in the previous year.
3- STATEMENT OF AFFAIRS OF THE COMPANY AND CHANGE IN THE NATURE OF BUSINESS DURING THE PERIOD UNDER REVIEW
The Company is engaged in the business of manufacturing and selling of wires and selling and marketing of LT Aluminium cables and fastmoving electrical goods ("FMEG") Under Our Flagship Brand "PLAZA CABLES" and home brands such as "Action Wires" and "PCG". of electrical wire. The company strong product portfolio along with superior consumer insights and a strategy of continuous innovation and value creation has once again helped in delivery of superior competitive Performance during the financial year, notwithstanding the extremely challenging operating environment. There is no change in the nature of business.
4. MATERIAL CHANGES AND COMMITMENTS:
a) Purina the Year 2022-23
Plaza Wires Limited had filed its Draft Red Herring Prospectus ("DRHP") on 30,h April, 2022 to Securities and Exchange Board of India (SEBI) and to National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE") on 02nd May, 2022. In regard to the same the company received in principal approval from stock exchanges dated 26.07.2022 and obtained DRHP Approval from SEBI dated 12th October, 2022. The company is now under the process of preparing and filing Updated Draft Red Herring Prospectus ("UDRHP"), Red Herring Prospectus ("RHP") and Prospectus to SEBI, Exchanges and Registrar of Companies, Delhi.
b) Change during the end of balance sheet till date of this report
The company is under the process of preparing and filing material documents related to Initial Public Offer of 1,32,00,158 no of equity shares to public through book built process.
There are no other material changes affecting the affairs of the Company since the date of Balance Sheet and up to the date of this Report.
5. SHARE CAPITAL
At present Authorised Share Capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore) equity share shares of Rs. 10/- each.
At present the Paid up share capital of the company is Rs. 30,55,19,200/- (Rupees Thirty Crores Fifty-Five Lakhs Nineteen Thousand Two Hundred Only) divided into 3,05,51,920 (Three Crores Five Lakhs Fifty-One Thousand Nine Hundred Twenty Only) equity shares of Rs. 10/- each.
6. GENERAL RESERVE
During the financial year 2022-23, no amount is transferred to the General Reserve.
7. DIVIDEND
Your directors do not recommend any dividend for the financial year ended March 31, 2023.
8. CONSOLIDATED FINANCIAL STATEMENT
As the Company has no subsidiary companies. This clause is not applicable on it.
9. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES
This clause is not applicable on it.
10. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount of principal or interest was outstanding as of the Balance sheet date, nor is there any deposit in non-compliance of Chapter V of the companies act, 2013
11- MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTOR
The companies act, 2013 states that a formal evaluation needs to be made by the board of its own performance and that of its committee and individual directors. Schedule IV of the act states that the performance of independent directors shall be done by the entire board of directors.
The evaluation of all the directors and the Board/committee as a whole was conducted based on the criteria and framework adopted by the board. The evaluation includes the effectiveness of its own functioning and that of the committees and individual directors by seeking the inputs on various aspects of Board/Committee. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long term strategic planning and the fulfillment of Directors Obligations and fiduciary responsibilities, performance of non- independent director, including but not limited to active participation at the board and committee meetings.
12. AUDIT COMMITTEE
The Audit Committee is constituted under the chairmanship of Monam Kapoor, Independent Director, Ms. Chetna, the Member and Mr. Sanjay Gupta, Managing Director and member .The Committee recorded no such recommendations that were not accepted by the board in the period under review.
13. NOMINATION AND REMUNERATION COMMITTEE
The Provisions of section 178(1) relating to constitution of Nomination and remuneration committee are applicable to the company. Hence, the Board of Directors on recommendation said committee framed the policy relating to appointment of directors, Remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178 (3) of the company's act, 2013.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, the Board comprised of Eight Directors including 4 Independent directors, the board has an appropriate mix of Executive Director and Independent Director which is in compliance with the requirements of the company's act, 2013.
a) Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies act, 2013 read with company's act (management & Administration) rules, 2014 and Articles of association of the company, Mr. Aditya Gupta, Director of the company retires by rotation at the ensuing Annual General Meeting of the company and being eligible, has offered himself for re-appointment and your board recommends his re-appointment
b) Key Managerial Personnel rKMP")
During the Financial year ended 31s* March, 2023, the following persons were acting as directors and Key Managerial Personnel of the company in compliance with the provisions of Section 203 of the Company's Act, 2013:
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Sr. No.
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Name of KMP
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Designation
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Original Date of Appointment
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Date of apt as per current designation
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1
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SANJAY GUPTA
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Managing Director and Chairman
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12/03/2008
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10/03/2022
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2
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SONIA GUPTA
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Whole Time Director
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12/03/2008
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10/03/2022
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3
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ABHISHEK GUPTA
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Whole Time Director
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03/06/2013
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10/03/2022
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4
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ADITYA GUPTA
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Whole Time Director
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31/03/2019
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10/03/2022
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5
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BHAVIKA KAPIL
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Company Secretary and Compliance officer
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10/03/2022
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10/03/2022
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6
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AJAY BATLA
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Chief Financial
Officer
(CFO)
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01/04/2009
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10/03/2022
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NUMBER OF BOARD MEETING: 17 Board Meetings dated 30.04.2022,
30.05.2022.31.05.2022, 27.06.2022, 01.07.2022, 27.07.2022, 16.08.2022, 02.09.2022
07.09.2022, 30.09.2022,11.10.2022, 07.11.2022, 15.11.2022, 02.01.2023. 18.01.2023
18.03.2023, 27.03.2023.
17. STATUTORY AUDITORS
The Company in its 14th Annual General Meeting (AGM) held on 31st day of December, 2020 appointed M/S SHAILENDRA GOEL & ASSOCIATES, Chartered Accountants, as Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2025.
18. AUDITORS' REPORT
The Auditors' report on audited accounts for the financial year does not contain any qualifications, reservation and reverse marks.
Auditors' have not reported any fraud under sub-section (12) of section 143 of the Companies Act, 2013
19. SECRETARIAL AUDITOR
There is no need of Secretarial audit under the provisions of Section 204 of the Companies Act, 2013.
20. COST RECORDS
As per the provisions of the section 148 of the companies act, 2013, company has maintained proper cost records.
21. COST AUDHORS
M/S Deepak Mittal & Co., Cost accountants were appointed to audit the cost records of the company for the financial year 2022-23.
The cost audit report for the financial year 2022-23 does not contain any qualification, reservation and adverse remark.
M/S Deepak Mittal & Co., Cost Accountants were appointed to audit the cost records of the Company for the financial year 2022-23 at the remuneration of Rs. 28,000/- (Rupees Twenty eight Thousand) & reimbursement of out of pocket expenses. Remuneration of cost accountants is subject to ratification by the shareholders in the ensuing annual general meeting
of the company.
22. DIRECTORS11 RESPONSIBILITY STATEMENT
Pursuant to the requirement of section 134 (5) of the Companies Act, 2013, and based on the representations received from the operating management, the directors hereby confirm that:
(i) in the preparation of the annual accounts for the financial year 2021-22, the applicable accounting standards have been followed and there are no material departures;
(ii) they 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 the financial year;
(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis.
(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
23. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the company's act, 2013 so as to qualify themselves to be appointed as Independent director under the provisions of the Companies Act, 2013 and the relevant rules.
24. MANAGERIAL REMUNERATION
During the financial year 2022-23, Following is the Managerial Remuneration:
1. Sanjay Gupta Managing Director 45,00,000/- p.a.
2. Sonia Gupta Whole Time Director 40,50,000/- p.a.
3. Aditya Gupta Whole Time Director 33,00,000/- p.a.
4. Abhishek Gupta Whole Time Director 33,00,000/- p.a.
*The remuneration structure of the directors got revised via EGM held on 01st July, 2022 in the financial year 2022-23. For PLAZA WIRES LIMITED For PLAZA WIRES LIMIT
25‘ DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5f2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:
None of the employee of your company, comes in this clause.
26. WEB LINK - ANNUAL RETURN
The Company have website, and the web address is www.plazawires.in. Form MGT-7 i.e. Annual Return for the FY 2022-23 is annexed on the mentioned website.
27- ENVIRONMENTAL & CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO
a) Conservation of Energy
Pursuant to section 134(3)(m) of the company's act, 2013 read with rule 8(3) of the companies (Accounts)Rules, 2014, it is stated that the company is taking every possible steps to conserve the energy wherever possible by stream lining the production process. Its impact will be visible in the time to come. The Company is exploring avenues for alternate sources of energy.
b) Technology Absorption
The Company have endeavor to adapt and absorb any development in technology for improvement in quality of its products. The benefits derived by the company through technological upgradation are reflected in the increased volume of Turnover achieved by the company during the year under the Report.
c) Foreign Exchange Earnlnas and Outgo: NIL
28. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS
The company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security and disclosures for the same have been disclosed in the financial statements.
29- ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
30. CORPORATE SOCIAL RESPONSIBILITY
Pursuant of the provisions of section 135 read with companies (Corporate social responsibility) Rules, 2014 the company has formed Corporate Social Responsibility Committee and Corporate Social Responsibility (CSR) Policy.
The details as required under Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 are annexed to this report as "Annexure-A" and forms part of this report.
During the Financial year under review, the company was required to spend Rs. 13,93,453/-towards claiming CSR activity. However, the Company has already spend 10,084/- in excess in the previous year hence the company is required to spend Rs. 13,83,453/- towards CSR Activity
in FY 2022-23. The Company has spend the same under the project named "UDAAN", an initiative by "Be Kind" NGO.
31’ HftClQSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSALl ACT. 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the Rules there under. During the Financial Year, the Company has received zero complaints of sexual harassment.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the year under report were on an arm s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by our Company with Promoters, Directors or other designated persons which may have a potential conflict with the interest of your Company at large. All related party transactions were entered into because of mutual need and to serve mutual interest. Disclosures as required under the Companies Act, 2013 are given in form AOC B annexed as annexure to this report.
33. RISK MANAGEMENT POLICY
Such Policy is Not Applicable on our company.
34' COMPANY 'S POLICY ON DIRECTOR'S appointment and remuneration PROVIDED UNDER SUB-SECTION (3) OF SECTION 17S
Company has formulated Nomination and Remuneration Committee vide Board Resolution dated 19.03.2022 and has further framed Nomination and Remuneration Policy and the same has been uploaded on Company's website www.plazawires.in.
35. VIGIL MECHANISM
The provisions regarding vigil mechanism as provided In Section 177(9) of the Companies Act, 2013 read with rules framed there under are not applicable on the Company.
36, DETAILS of significant and material orders passed by the regulators, court
AND TRIBUNALS
No significant and material order has been passed by the regulators, court and tribunals impact the going concern status and Company's operation in future.
37‘ COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with secretarial standards issued by the Institute of Company secretaries of India on Board Meetings and Annual general Meetings.
38. ACKNOWLEDGEMENT
The Company is grateful to its Bankers for timely financial help in all the Company's activities.
The relations between the employees and the Management have remained cordial during the year, and the Directors wish to place on record their appreciation, co-operation and support from employees at all levels.
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