Pratiksha Chem. Director Discussions

To,

The Members,

PRATIKSHA CHEMICALS LIMITED

Your Directors have pleasure in presenting herewith their 32^nd Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2023.

1. FINANCIAL SUMMERY:

The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2022-23 and the previous Financial Year 2021-22 is tabled below:

(Rs. In Lakhs)

PARTICULARS	2022-23	2021-22
Revenue from Operations	973.09	1642.86
Other income	23.61	8.34
Total Income	996.70	1651.20
Profit/loss before Depreciation, Finance	66.3	100.07
Costs, Exceptional items and Tax
Expense
Less: Depreciation	35.57	36.25
Profit/loss before Finance Costs,	30.73	63.82
Exceptional items and Tax Expense
Less: Finance Cost	18.64	2.43
Profit/loss before Exceptional items and	12.09	61.39
Tax Expense
Less: Exceptional Items	-	-
Profit / (Loss) Before Tax	12.09	61.39
Provision for Tax & Deferred Tax	3.3	9.16
Profit / (Loss) After Tax	8.79	52.24
Other Comprehensive income (net of tax effect)	-	-
Total Comprehensive income	8.79	52.24

Key Financial Highlights & Comparison with the Previous Financial Year:

Total Income decreased by 60.36 % to Rs. 996.70 Lakhs in comparison to Rs. 1651.20 Lakhs of Previous Financial Year 2021-22.

PBT decreased by 19.69 % to Rs. 12.09 Lakhs in comparison to Rs. 61.39 Lakhs of Previous Financial Year 2021-22.

PAT decreased by 16.83 % to Rs. 8.79 Lakhs in comparison to Rs. 52.24 Lakhs of Previous Financial Year 2021-22.

EPS decreased by 17.02 % to Rs. 0.16in comparison to Rs. 0.94 of Previous Financial Year 2021-22.

Further, the Audited Standalone Financial Statements for the Financial Year 2022-23, forming part of this Annual Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs (MCA) and The Securities Exchange Board of India (SEBI) read with the provisions of Section 133 of the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.

2. STATE OF AFFAIRS AND REVIEW OF OPERATIONS AND WAY AHEAD

Company is an industry representing color pigment companies in Ahmedabad, India. The company is engaged into manufacturing business of Pigment Green 7 & Copper Phthalocyanine Green Crude. It represents small, medium, and large color pigments manufacturers throughout India, accounting for the bulk of the production of color pigments in India.

The company supplies superior quality Pigment Green 7 all over India. The manufacturing unit of the Company is located at Sanand, Dist. Ahmedabad. Color pigments are widely used in product compositions of all kinds, including paints, inks, plastics, glass, synthetic fibers, ceramics, colored cement products, textiles, cosmetics, and artists colors.

You will be noted that during 2022-23 your company has clocked revenue from operation at Rs. 973.09 Lakhs as compared to Rs. 1642.86 Lakhs in the previous financial year 2021-22. The Profit after tax was Rs. 8.79 Lakhs during the year. The companys focus now is to grow the top line while maintaining the profitability. Operating in the present, with an eye on the future, we are driven by our grow and deliver strategy.

? SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The Company is currently engaged in only one business i.e. manufacturing business of Pigment Green 7 & Copper Phthalocyanine Green Crude. Accordingly, there is no segment of business activity of the Company.

? CHANGE IN STATUS OF THE COMPANY: The status of the company has not been changed during the financial year 2022-23. ? KEY BUSINESS DEVELOPMENTS; The manufacturing units has a well-equipped laboratory assisted by a team of chemists and researchers for consistent Research and Development and support the Quality Control System which keeps an eye on the production process to yield the best from these production units. ? CHANGE IN THE FINANCIAL YEAR: The Company has not changed its financial year during the year

? CAPITAL EXPENDITURE PROGRAMMES: Not Applicable

? DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION MODERNIZATION AND DIVERSIFICATION: Not Applicable ? DEVELOPMENTS, ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTY RIGHTS: Not Applicable ? ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY: No material events have occurred during the financial year 2022-23which impact on the affairs of the Company.

3. DIVIDEND

The Board of Directors has not recommended any dividend during the financial year 2022-23.

4. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

The company has not transferred any amount to reserves during the financial year 2022-23.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. In pursuance to provisions of Section 203 of the Companies Act, 2013 ("the Act") read with relevant Rules there under, the personnel of the Company who acted as

"Key Managerial Personnel" during the year under review are as appended below:

Name of Key Managerial Personnel	Designation
MR. HARISHBHAI BHATT	Whole Time Director
MR. JAYESH KANTILAL PATEL	CFO & Director
Mrs. MONIKA JAYESHBHAI CHAUHAN*	Non-Executive Director
MR. UPENDRA LAJJASHANKAR ADHVARYU	Non-Executive - Independent Director
MR. SOMABHAI ZAVERBHAI PATEL	Non-Executive - Independent Director
Mr. ALKESH VISHNUPRASAD JOSHI	Non-Executive - Independent Director
Ms. JIGISHA ASHVINKUMAR KADIA	Company Secretary & Compliance Officer

Pursuant to regulation 17 of SEBI (LODR) 2015, the Board has decided to appoint Mr. Alkesh Joshi as an Independent Director of the company effective from August 30, 2022 which was regularized at subsequent Annual General Meeting held on 27^th September, 2022.

*Pursuant to regulation 17 of SEBI (LODR) 2015 and Section 152 of the Companies Act, 2013, the designation of Mrs. Monika Chauhan (DIN: 08329798) has been changed from Independent Woman Director to Non-executive Director with the consent of members in Annual general meeting was held on 27^th September, 2022.

Pursuant to the provisions Section 152(6) of the Companies Act, 2013, Mrs. Monika Chauhan (DIN: 08329798), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

The Composition of the Board of Directors and Key Managerial Personnel of the company has been changed during the financial year 2022-23.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

6. MEETINGS OF THE BOARD & COMMITTEE:

During the Financial Year under review, the Board of Directors of the Company met for 9 (Nine) times for various agenda items of the Company, the same which were circulated well in advance to the Board.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

Sr. No.	Board Meeting	Audit Committee Meeting	Stakeholder Committee Meeting	NRC Committee Meeting	Independent Director Meeting	Internal Complaints Committee
1.	25-05-2022	25-05-2022	30-06-2022	20-06-2022	11-02-2023	11-02-2023
2.	20-06-2022	12-08-2022	30-09-2022	30-08-2022
3.	12-08-2022	12-11-2022	31-12-2022
4.	30-08-2022	11-02-2023	31-03-2023
5.	05-11-2022
6.	12-11-2022
7.	18-01-2023
8.	02-02-2023
9.	11-02-2023

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The necessary quorum was present at the meetings.

7. COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Internal Complaints Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance of the company which forms part of this Annual Report.

8. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at (www.pratikshachemicals.com.).

9. STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/S. CHANDABHOY & JASSOOBHOY, Chartered Accountants, (F.R.NO. 101648W), have been appointed as statutory auditors of the company at the Twenty Eighth Annual General Meeting held on September 27, 2019 to hold office till the conclusion of Annual General Meeting of the Company for financial year 2023-24.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM. Hence, Agenda for the ratification of statutory auditor of the company has not been included in the Notice of AGM.

The Auditors comments on your companys accounts for year ended March 31, 2023 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) (i) of the Companies Act, 2013.

There are following qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report:

1. The Company is accounting for Gratuity & Leave Encashment on cash basis. This is not according with IND AS 1 on "Presentation of Financial Statement" and IND AS-19 on

"Employee Benefits" prescribed by the Institute of Chartered Accounting of India and contrary to provision contained in Section 133 of the Companies Act, 2013. The extent of non-compliance in terms of value is not ascertainable.

2. IND AS 2 for "Inventories" has not been followed. The measurement and valuation methods followed by the company as regards inventory are not in accordance with acceptable methodology. we are not in a position to quantify the effect of this discrepancy on the Profitability and Balance Sheet.

Further in Companies (Auditors Report) Order, 2016 as per subsection (11) of Section 143 of

Companies Act, 2013, the auditor has given following qualifications, reservation or adverse remark

1. The Company has not maintained proper records showing full particulars including quantities details and situation of Property, Plants and Equipments and intangible assets. The management has not certified the physical verification of Property Plants and Equipments at reasonable intervals.

2. As informed to us by the management, the inventory has not been physically verified during the year by the management. The procedures of physical verification of inventory followed by the management are not reasonable and inadequate in relation to the size of the Company and the nature of its business.

The Board of Directors has undertaken to take the corrective steps for the above mentioned qualifications in current financial year.

10. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2022-23, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Boards Report.

11. INTERNAL FINANCIAL CONTROLS& INTERNAL AUDITOR:

Pursuant to provisions of 138 of the Companies Act, 2013, and Rule 13 of Companies (Accounts) Rules, 2014, M/S. MAUKSH SHAH& ASSOCIATES, Chartered Accountants (Firm Registration No.

156115W)), Ahmedabad, has been appointed as an Internal Auditor of the Company for the Financial Year 2022-23. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The reports of Internal Audit are reviewed by the Audit Committee of the Board.

12.COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2022-23.

13.SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. A. SHAH & ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for F.Y. 2022-23. The Report of the Secretarial Auditor for the F.Y. 2022-23 is annexed to this report as ‘Annexure: I to the Directors Report.

S.N. Qualification	Reply by Management
1 The company has made delay in uploading of form MGT-14 for approval of Directors Report for the Financial Year 2021-22 and Re-appointment of Mr. Harishbhai Bhatt as whole time Director.	The Company has assured that the company will comply with the same in the current Financial year.
2 The Company has made delay in uploading form DIR-12 for appointment of ALKESH VISHNUPRASAD JOSHI as an additional Non-executive Independent Director.	The Company has assured that the company will comply with the same in the current Financial year.
3 The company has made delay in filing forms of CHG-4 with respect to Charge Id: 90097866 and 90096561 for satisfaction of charges.	Due Technical Error, The Company has made delay in filing of CHG-4 form for satisfaction of charges.
4 Non Compliance of Section 124(2) Unpaid Dividend Account: The company shall, within a period of ninety days of making any transfer of an amount under sub-section (1) to the Unpaid Dividend Account, prepare a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person and place it on the web-site of the company.	The Company is under process to comply with said requirement.

14.NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration/ Compensation Committee framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as

‘Annexure: II.

15.BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

16.DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013.Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

17.FOREIGN EXCHANGE EARNINGS / OUTGO:

The Company has not earned any Foreign Exchange by the way of Export Sales and has not incurred any Expenditure in Foreign Exchange during the Financial Year 2022-23.

18.VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.pratikshachemicals.com under investors / policy documents / Vigil Mechanism Policy link.

19. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

(a)Conservation of energy:

(i) The steps taken or impact on conservation of energy	N.A.
(ii) The steps taken by the company for utilizing alternate sources of energy	N.A.
(iii) The capital investment on energy conservation equipments	N.A.

(b) Technology absorption:

(i) The efforts made towards technology absorption	N.A
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	N.A.
(a) the details of technology imported	N.A.
(b) the year of import;	N.A.
(c) whether the technology been fully absorbed	N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
(iv) the expenditure incurred on Research and Development	N.A.

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

20.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arms length basis. All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.pratikshachemicals.com under investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ‘Annexure: III the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

21.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g)of the Companies Act 2013, there was no Loans, Guarantees Or Investments provided by company as per section 186 of the companies act, 2013. However The

Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ‘Annexure: IV and forms part of this Report.

22.PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure: V to the Directors Report.

B. The statement containing particulars of employees as required under Section 197(12) of the

Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employee is being paid remuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore Per Annum if employed for the whole year.

23.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has setup the Internal complaints committee and the said committee has framed policy for prevention of sexual harassment at work place in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were 21 employees working in the Organization during the financial year 2022-23. However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2022-23.

25. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "Human Resources" as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Companys Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

26.CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

27.MANAGEMENT DISCUSSION AND ANALYSIS:

As per the corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

28.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

29.SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCE SHEET DATE:

No Event has occurred after the balance sheet date that representing the material changes and commitment that affecting the Financial position of the company.

30.STATEMENT OF DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134 (5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2023, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the company for the year ended on that date; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 that such internal financial controls are adequate and are operating effectively and;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. CORPORATE GOVERNANCE:

This is to inform you that the paid up equity Share capital of the Company and net worth of the Company as on 31st March, 2023does not exceed the stipulated criteria of rupees ten crore and rupees twenty five crore respectively. Hence, Regulation - 17 to 27 and Regulation - 46 (2) (b) to (i) and para C, D and E of Schedule V shall not apply to the Company and the Company is exempt from filing Regulation 27(2) Corporate Governance Report to BSE under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

32. RISK MANAGEMENT:

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are being continuously identified in relation to business strategy, business continuity/contingency plans, operations and transactions, statutory / legal compliance, financial reporting, information technology system, cyber security and overall internal control framework.

33. SHAREHOLDING PATTERN:

The shareholding pattern as on 31^st March, 2023:

SR NO	No. of Shares held at the end of the financial Year: 31/03/2022				No. of Shares held at the end of the financialYear:31/03/2023
Category of Shareholder	Demat	Physical	Total Shares	Total %	Demat	Physical	Total Shares	Total %	% Change
	(Shareholding of Promoter and Promoter Group)
Indian
1. INDIVIDUAL / HUF	2561140	0	2561140	45.98	2561139	0	2561139	45.98	0.00
Total	2561140	0	2561140	45.98	2561139	0	2561139	45.98	0.00
Shareholding
(B) Public shareholding
2. BODIES CORPORATE	439935	97500	537435	9.65	433315	97500	530815	9.53	(O.12)
3. INDIVIDUAL
4. (CAPITAL UPTO TO Rs. 1 Lakh)	920210	659560	1579770	28.36	1030822	723460	1754282	31.49	3.13
5. (CAPITAL GREATER THAN Rs. 1 Lakh)	526858	123500	650358	11.67	273519	40000	313519	5.63	(6.04)
6. ANY OTHERS (Specify)
7. HINDU UNDIVIDED FAMILY	12056	2500	14556	0.26	182423	2500	184923	3.32	3.06
8. CLEARING MEMBER	52735	0	52735	0.95	50504	0	50504	0.91	(0.04)
9. NON RESIDENT INDIANS (NRI)	174346	0	174346	3.12	175158	0	175158	3.14	0
10. IEPF	0	0	0	0	0	0	0	0	0.00
Total Public Shareholding	2126140	883060	3009200	54.022	2145741	863460	3009201	54.02	0
GRAND TOTAL	4687280	883060	5570340	100.00	4706880	863460	5570340	100	(0.00)

34. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY

During the year under review there is no Company which have become or ceased to be the Subsidiaries, joint ventures or associate companies.

36. CHANGE IN BANKER:

During the Financial Year 2022-23 Company has changed its banker form Bank of Baroda, Ahmedabad to Kotak Mahindra Bank, Ahmedabad.

36. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLACE: AHMEDABAD	BY THE ORDER OF THE BOARD OF DIRECTORS,
DATE: 12.08.2023	FOR, PRATIKSHA CHEMICALS LIMITED
	SD/-
	MR. JAYESH PATEL
	DIRECTOR & CFO
	(DIN: 00401109)

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED AS ON 31^ST MARCH, 2023

To,

The Members,

PRATIKSHA CHEMICALS LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/S. PRATIKSHA CHEMICALS LIMITED (Hereinafter called the company) for the financial year ended on 31^st March, 2023. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the M/S. PRATIKSHA CHEMICALS LIMITED (books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on31^st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/S. PRATIKSHA CHEMICALS LIMITED for the financial year ended on 31^st March, 2023 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015; (b) The Securities and Exchange Board of India (Depositories and Participants) Regulation, 2018; (c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Not Applicable (d) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as well as The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 - Not applicable; (f) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 Not Applicable (g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 Not Applicable (h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 Not Applicable (j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 Not Applicable

VI. As the company is engaged in manufacturing of Chemical ‘Pigment Green 7 other specific laws applicable to the Company for the financial year under review are as under:

1. The Factories Act, 1948.

2. Environment (Protection) Act, 1986, Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981.

3. Hazardous Waste (Management and Handling) Rules, 1989.

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India. II. The Listing Agreements entered into by the Company with BSE Limited.

During the period under review the Company has complied with all the above provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except following:

1. The company has made delay in uploading of form MGT-14 for approval of Directors Report for the Financial Year 2021-22 and Re-appointment of Mr. Harishbhai Bhatt as whole time Director.

2. The Company has made delay in uploading form DIR-12 for appointment of ALKESH VISHNUPRASAD JOSHI as an additional Non-executive Independent Director.

3. The company has made delay in filing forms of CHG-4 with respect to Charge Id: 90097866 and 90096561 for satisfaction of charges due to technical error.

4. Non Compliance of Section 124(2) Unpaid Dividend Account: The Company shall not place statement containing the names, their last known addresses and the unpaid dividend to be paid to each person, within a period of ninety days of making any transfer of an amount under sub-section (1) to the Unpaid Dividend Account on the web-site of the company.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Also, The changes in the composition of the Board of Directors of the Company that took place during the period under review carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period in the company, there has been no material discrepancy found in the business and no specific change in the nature of the Business.

PLACE: AHMEDABAD
DATE: 12.08.2023
	FOR, A. SHAH & ASSOCIATES
	PRACTICING COMPANY SECRETARIES
	SD/-
	MR. ANISH SHAH
	PROPRIETOR
	FCS NO: 4713
	C P NO.: 6560
	PR. NO. 725/2020
	(UDIN: F004713E000793908)

Annexure A

To,

The Members

PRATIKSHA CHEMICALS LIMITED

Our Report of even date is to be read with this letter:

1. Maintenance of Secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

	FOR, A. SHAH & ASSOCIATES
	PRACTICING COMPANY SECRETARIES
	SD/-
	MR. ANISH SHAH
	PROPRIETOR
	FCS NO: 4713
	C P NO.: 6560
DATE: 12.08.2023	PR. NO. 725/2020
PLACE: AHMEDABAD

NOMINATION AND REMUNERATION POLICY

INTRODUCTION:

In pursuance of the Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, key managerial personnel and employees of the company, to harmonize the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement with the stock exchanges (As amended from time to time), this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration

Committee ("NRC") and approved by the Board of Directors of the Company.

CONSTITUTION OF COMMITTEE:

The Board of Directors of the Company (the Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of at least three non-executive directors out of which at least two-third are independent directors. The Chairman of the Committee is an Independent Director. However, the chairperson of the company (whether executive or non- executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

OBJECTIVE:

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and as per LODR Regulation, 2015 and Guidelines of Reserve Bank of India. The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees. The Key Objectives of the Committee would be:

1.1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

1.2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

1.3. Formulation of criteria for evaluation of Independent Director and the Board.

1.4. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

1.5. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

1.6. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

1.7. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

1.8. To develop a succession plan for the Board and to regularly review the plan.

1.9. To assist the Board in fulfilling responsibilities. 1.10 To Implement and monitor policies and processes regarding principles of corporate governance.

APPLICABILITY: a) Directors (Executive and Non-Executive) b) Key Managerial Personnel c) Senior Management Personnel

DEFINITION:

"Act" means the Companies Act, 2013 and Rules framed there under, as amended from time to time. "Board" means Board of Directors of the Company. "Directors" mean Directors of the Company.

"Key Managerial Personnel" means i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director; ii. Chief Financial Officer; iii. Company Secretary; and iv. Such other officer as may be prescribed.

"Senior Management" means Senior Management means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads. Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT:

Appointment Criteria and Qualifications a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

1. Term / Tenure: a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

1. Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

a) Removal Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

b) Retirement the Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS / KMP / SENIOR MANAGEMENT PERSONNEL:

1. Remuneration to Managing/Whole-time / Executive / Managing Director, KMP and Senior Management Personnel: The Remuneration/ Compensation/ Commission etc. to be paid to Director / Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

2. Remuneration to Non- Executive / Independent Director:

No remuneration / compensation / commission are given to the Non-Executive Independent Director of the company.

DUTIES IN RELATION TO NOMINATION MATTERS:

The duties of the Committee in relation to nomination matters include:

? Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness; ? Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act; ? Identifying and recommending Directors who are to be put forward for retirement by rotation ? Determining the appropriate size, diversity and composition of the Board; ? Developing a succession plan for the Board and Senior Management and regularly reviewing the plan; ? Evaluating the performance of the Board members and Senior Management in the context of the

Companys performance from business and compliance perspective;

? Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

? Delegating any of its powers to one or more of its members or the Secretary of the Committee; ? Recommend any necessary changes to the Board; and ? Considering any other matters, as may be requested by the Board.

DUTIES IN RELATION TO REMUNERATION MATTERS:

The duties of the Committee in relation to remuneration matters include:

? Considering and determining the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board. ? Approving the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company. Delegating any of its powers to one or more of its members or the Secretary of the Committee. Considering any other matters as may be requested by the Board.

REVIEW AND AMENDMENTS: i. The NRC or the Board may review the Policy as and when it deems necessary.

ii. The NRC may issue the guideline, procedures, formats, reporting mechanism and manual in supplement and better implementation to this policy, if it thinks necessary.

iii. This Policy may be amended or substituted by the NRC or by the Board and as when required and also by the Compliance Officer where there is any statutory change necessitating the change in the policy.

PLACE: AHMEDABAD	BY THE ORDER OF THE BOARD OF DIRECTORS,
DATE: 12.08.2023	FOR, PRATIKSHA CHEMICALS LIMITED
	SD/-
	MR. JAYESH PATEL
	DIRECTOR & CFO
	(DIN: 00401109)

Annexure: III

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions at Arms length basis:

Sr. No. Particulars	Details
1 Name(s) of the related party	: 1. M/s. Harishbhai Bhatt (HUF),
	2. Mrs. Surbhiben H. Bhatt,
	: 3. Mrs. Ratnakalaben H. Patel&
Nature of relationship	M/s. Harishbhai Bhatt (HUF) and Mrs. Surbhiben H. Bhatt are Relatives of Mr. Harishbhai Bhatt, Whole Time Director of the company and Mrs. Ratnakalaben H. Patel is relative of Mr. Jayesh Patel, director & CFO of the Company.
2 Nature of contracts/arrangements/transaction	: Payment of Office Rent
3 Duration of the contracts/arrangements/transaction	: 01st April 2022 to 31st March 2023
4 Salient terms of the contracts or arrangements or transaction including the value, if any	: Rs. 1.80 Lakhs p.a.
5 Date of approval by the Board	: 25/05/2022
6 Amount paid as advances, if any	: N.A.

2. Details of contracts or arrangements or transactions at Arms length basis

Sr. No. Particulars	Details
1 Name(s) of the related party Nature of relationship	Mr. Harshadbhai K. Patel Relatives of Mr. Jayesh Patel, Director & CFO of the Company
2 Nature of contracts/arrangements/transaction	Payment of Remuneration as a Chief Strategy Officer
3 Duration of the contracts/arrangements/transaction	01st April 2022 to 31st March 2023
4 Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 8.40 Lakhs p.a.
5 Date of approval by the Board	25/05/2022
6 Amount paid as advances, if any	N.A.

 

PLACE: AHMEDABAD	BY THE ORDER OF THE BOARD OF DIRECTORS,
DATE: 12.08.2023	FOR, PRATIKSHA CHEMICALS LIMITED
	SD/-
	MR. JAYESH PATEL
	DIRECTOR & CFO
	(DIN: 00401109)

Annexure: IV

(Pursuant to sub-section (2) of section 186 of the Act and Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014)

Details of Loans:

Sr. No.	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (if require d)	Rate of Interest	Security
1	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

Details of Investments:

Sr. No.	Date of investment	Details of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of BR	Date of SR (if require d)	Expected rate of return
1	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

Details of Guarantee / Security Provided:

Sr. No	Date of providing security/gua rantee	Details of recipient	Amount		Purpose for which the security/guarantee is proposed to be utilized by the recipient	Date of BR	Date of SR (if any)	Commission
1	N.A.	N.A.	N.A.		N.A.	N.A.	N.A.	N.A.
PLACE: AHMEDABAD				BY THE ORDER OF THE BOARD OF DIRECTORS,
DATE: 12.08.2023				FOR, PRATIKSHA CHEMICALS LIMITED
				SD/-
				MR. JAYESH PATEL
				DIRECTOR & CFO
				(DIN: 00401109)

Annexure: V

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

(i) The percentage increase in remuneration of each Director & Chief Financial Officer during the Financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial year 2022-23 are as under:

Sr. No.	Name of Director/ KMP and Designation	Remuneration of Director/KMP for Financial year 2022-23 (Amount in Rs.)	% Increase in Remuneration in the Financial Year 2022-23	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. Harishbhai Bhatt (Whole Time Director)	Rs. 8,40,000/-	NA	65.43
2	Mr. Jayesh Patel (Director)	Rs. 21,12,000/-	6.67	164.52
3	Mr. Upendra Adhavryu (Non- executive Independent Director)	N.A.	N.A.	N.A.
4	Mr. Somabhai Patel (Non-Executive Independent Director)	N.A.	N.A.	N.A.
5	Mrs. Monika Chauhan ( Non-Executive Woman Director)	N.A.	N.A.	N.A.
6	Mr. Alkesh Vishnuprasad Joshi (Non-executive Independent Director)	N.A.	N.A.	N.A.
7	Mr. Jayesh Patel (Chief Financial Officer)	N.A.	N.A.	N.A.
8	Ms. Jigisha Kadia (Company Secretary)	Rs. 2,64,000/-	60%	N.A.

(ii) The median remuneration of employees of the Company during the financial year 2022-23 was

Rs. 1,76,112/- (P.Y. Rs. 1,89,154/-)

(iii) In the Financial year 2022-23, the median remuneration of employees decreased to 6.89%.

(iv) There were 21 permanent employees on the rolls of Company as on March 31, 2023;

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: NIL

(vi) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(vii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable; and

(viii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

PLACE: AHMEDABAD	BY THE ORDER OF THE BOARD OF DIRECTORS,
DATE: 12.08.2023	FOR, PRATIKSHA CHEMICALS LIMITED
	SD/-
	MR. JAYESH PATEL
	DIRECTOR & CFO
	(DIN: 00401109)