To the Members, 


Your Board of Directors (‘Board') is pleased to present the 14th
Board's Report of Prataap Snacks Limited (‘Prataap' or ‘Company') for the
financial year ended 31st March, 2023.


FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS


The efforts of Company to expand its business network through the addition of new
distributors and more retail touchpoints, as well as the optimisation of its existing
distribution strength have contributed to the growth momentum. The improvement in overall
activity levels supported by resilient consumption patterns has led to higher demand and
increased revenue streams. The standalone revenue from operations of the Company increased
to Rs 1,65,293.22 lakhs compared to Rs 1,39,661.93 lakhs in the previous year, registering
a growth of 18.35%. The operating profit before tax has decreased due to increase in key
raw materials, such as potatoes, corn, wheat and packaging laminate. The initiative of
direct distribution has resulted in a reduction of the distribution layers, which has led
to optimization in channel cost. This along with other cost optimization initiatives has
helped to mitigate the negative impact to a large extent. Though the operating profit
before tax has decreased, the net profit of the Company has increased to Rs 2,026.25 lakhs
compared to Rs 285.91 lakhs in the previous year, primarily due to tax adjustments on
account of merger of subsidiaries. The financial performance of the Company on standalone
and consolidated basis is as under: (Rs in lakhs)


  

    
Particulars
    
Standalone
    
Consolidated
  
  

    

    
31st March 2023
    
31st March 2022
    
31st March 2023
    
31st March 2022
  
  

    
Revenue from operations
    
1,65,293.22
    
1,39,661.93
    
1,65,293.22
    
1,39,661.93
  
  

    
Exceptional item*
    
-
    
1,393.76
    
-
    
1,393.76
  
  

    
Profit/(Loss) before tax
    
146.35
    
(243.93)
    
151.28
    
(238.94)
  
  

    
Less: Current tax
    
(85.65)
    
(205.28)
    
(85.65)
    
(205.28)
  
  

    
Add: Deferred tax (including minimum alternate tax)
    
30.10
    
735.12
    
30.10
    
735.12
  
  

    
Add: Tax adjustments in respect of earlier years
    
1,935.45
    
-
    
1,935.45
    
-
  
  

    
Net Profit after tax
    
2,026.25
    
285.91
    
2,031.18
    
290.90
  
  

    
Other Comprehensive income/(loss)
    
47.97
    
23.11
    
47.97
    
23.11
  
  

    
Total comprehensive income for the year
    
2,074.22
    
309.02
    
2,079.15
    
314.01
  
  

    
Surplus brought forward
    
22,444.14
    
22,252.39
    
22,467.96
    
22,271.22
  
  

    
Add: ESAR lapsed during the year
    
111.16
    
-
    
111.16
    
-
  
  

    
Less: Amount utilised towards payment of dividend (including dividend
    distribution tax)
    
(117.27)
    
(117.27)
    
(117.27)
    
(117.27)
  
  

    
Surplus carried forward
    
24,512.25
    
22,444.14
    
24,540.99
    
22,467.96
  


* Loss by fire at Kolkata Unit.

The National Company Law Tribunal, Ahmedabad Bench vide its Order dated 10th
February, 2023 and National Company Law Tribunal, Indore Bench vide its Order dated 3rd
March, 2023, suo moto amended on 15th March, 2023 have sanctioned the Scheme of
Amalgamation of Avadh Snacks Private Limited ("Transferor Company 1") and Red
Rotopack Private Limited ("Transferor Company 2") with Prataap Snacks Limited
("Transferee Company") and their respective shareholders and creditors
("Scheme"). As per the Scheme, the appointed date is 1st April, 2021,
accordingly, the Company has given effect to the Scheme from the appointed date i.e. 1st
April, 2021 in the financial statements for the year ended 31st March,
2023 by restating the previous year numbers in the financial statements as if the business
combination had occurred from the beginning of the preceding period i.e. 1st
April, 2021. Pursuant to the Scheme, all the assets, liabilities, reserves and surplus of
the transferor companies have been transferred to and vested in the Company with effect
from the appointed date at their respective carrying values as per requirements of Ind AS
103.

During the year under review, your Company has commenced the production in its Kolkata
unit, which is expected to optimise regional distribution.

The Company has undertaken / taking various steps to improve profitability. The key
steps include cost optimization measures in sales and distribution and operations;
preference to mid-term price contract for key raw materials and packaging material over
spot purchases to the extent available and subject to market dynamics; focus on key
potential markets where Company has invested in building sales team; and sustained focus
on improving Company's market share in packaged snacks food.

Your Company has embarked on a series of strategic and operational measures that are
expected to result in improvement in the present position. The Company shall focus on
driving the sales growth and increase in market share by focusing in key potential under
penetrated markets and increasing the reach in existing markets. The prices of few key raw
materials and packaging material have come down from their peak and that will also improve
the profitability. Further, Company will also get the operating leverage with the growth
in revenue.


AMALGATION OF AVADH SNACKS PRIVATE LIMITED AND RED ROTOPACK PRIVATE LIMITED, THE
SUBSIDIARIES WITH THE COMPANY


During the year under review, the Hon'ble National Company Law Tribunal, Ahmedabad
Bench ("NCLT, Ahmedabad Bench") vide its order dated 10th February,
2023 and Hon'ble National Company Law Tribunal, Indore Bench ("NCLT, Indore
Bench") vide its order dated 3rd March, 2023, suo-moto amended on 15th
March, 2023 have sanctioned the Scheme of Amalgamation of Avadh Snacks Private Limited
("Transferor Company 1") and Red Rotopack Private Limited ("Transferor
Company 2") with Prataap Snacks Limited ("Transferee Company") and their
respective shareholders and creditors ("Scheme"). The certified copy of order of
NCLT, Ahmedabad Bench has been filed with the Registrar of Companies, Ahmedabad by the
Transferor Companies on 14th March, 2023 and the certified copy of order of
NCLT, Indore Bench has been filed with the Registrar of Companies, Gwalior by the Company
on 29th March, 2023. Accordingly, the Scheme has become effective from 29th
March, 2023 and Avadh Snacks Private Limited and Red Rotopack Private Limited, the
subsidiaries are merged with the Company.


RESTATEMENT OF FINANCIAL STATEMENTS


During the year under review, the Hon'ble National Company Law Tribunal, Ahmedabad
Bench vide its order dated 10th February, 2023 and Hon'ble National Company Law
Tribunal, Indore Bench vide its order dated 3rd March, 2023, suo-moto amended
on 15th March, 2023 have sanctioned the Scheme. As per the Scheme, the
appointed date is 1st April, 2021, accordingly, the Company has given effect to
the Scheme from the appointed date i.e. 1st April, 2021 in the financial
statements for the year ended 31st March, 2023 by restating the previous year
numbers in the financial statements as if the business combination had occurred from the
beginning of the preceding period i.e. 1st April, 2021. Pursuant to the Scheme,
all the assets, liabilities, reserves and surplus of the transferor companies have been
transferred to and vested in the Company with effect from the appointed date at their
respective carrying values as per requirements of Ind AS 103. The details of the same is
provided in note no. 50 of the Notes to Standalone Financial Statements.


DIVIDEND 


After considering the Company's profitability, cash flow and overall financial
performance, the Board of Directors of the Company is pleased to recommend a dividend of
Rs 1.00 per equity share of Rs 5/- each (i.e. 20%) for the financial year ended 31st
March, 2023. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company has been
disclosed on the website of the Company and the web link of the same is http://
www.yellowdiamond.in/wp-content/uploads/2018/05/Dividend-Distribution-Policy-31st
May.pdf.


RESERVES


For the financial year ended 31st March, 2023, no amount has been proposed
to carry to General Reserve. However, Rs 2,026.25 lakhs has been taken to surplus in the
Statement of profit and loss.


SHARE CAPITAL


During the year under review, Avadh Snacks Private Limited and Red Rotopack Private
Limited, the subsidiaries of the Company have been merged with the Company as per the
Scheme. Accordingly, the authorised share capital of Avadh Snacks Private Limited and Red
Rotopack Private Limited has been merged with the authorised share capital of the Company
and accordingly, the authorised share capital of the Company has been increased from Rs
1,600.00 lakhs to Rs 2,675.00 lakhs. As on 31st March, 2023, the authorised
share capital is Rs 2,675.00 lakhs and issued, subscribed and paid-up equity share capital
is Rs 1,172.65 lakhs. 

The Board of Directors of your Company in the meeting held on 13th April,
2023 has allotted 4,06,556 equity shares to the shareholders of Avadh Snacks Private
Limited (Transferor Company 1) (except the Transferee Company / Company) pursuant to the
Scheme. Accordingly, the issued, subscribed and paid-up equity share capital of the
Company stands increased from Rs 1,172.65 lakhs to Rs 1,192.98 lakhs. 


EMPLOYEE STOCK APPRECIATION RIGHTS (ESAR) PLAN


The Company has framed Prataap Employees Stock Appreciation Rights Plan 2018
("ESARP 2018") pursuant to the applicable provisions of the Companies Act, 2013
and the Rules made thereunder and the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. During the year under review, the Company has granted 2,00,821
Employee Stock Appreciation Rights (ESARs) to the eligible employees. There was no change
in the ESARP 2018 during the year under review. The disclosure pursuant to Regulation 14
of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section
62(1)

(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital And
Debentures) Rules, 2014 is given in Annexure-I, which is annexed hereto and forms part of
the Board's Report and also disclosed on the website of the Company and can be accessed at
https://www.yellowdiamond.in/wp-content/uploads/2023/06/Disclosure-of-ESARs-31.03.2023.pdf.
The ESARP 2018 is in compliance with applicable provisions of the Companies Act, 2013 and
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. 


DEPOSITS


During the year under review, your Company has not accepted any public deposits within
the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014. 


CORPORATE GOVERNANCE


Pursuant to Regulation 34 read with Para B and C of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and
Analysis, Report on Corporate Governance and Practicing Company Secretary's certificate
regarding the compliance of conditions of Corporate Governance and Business Responsibility
and Sustainability Report form part of Annual Report 2022-23 ("Annual Report").


CORPORATE SOCIAL RESPONSIBILITY (CSR)


The Company has constituted the Corporate Social Responsibility Committee in accordance
with Section 135 of the Companies Act, 2013, the details of which have been provided in
the Corporate Governance Report forming part of the Annual Report. The Annual Report on
CSR activities as required to be given under Section 135 of the Companies Act, 2013 read
with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been
provided in Annexure-II which is annexed hereto and forms part of the Board's Report. The
Company has adopted and amended its Corporate Social Responsibility Policy (CSR Policy) in
line with the provisions of Section 135 of the Companies Act, 2013 and Rules made
thereunder, as applicable, from time to time. The CSR Policy deals with objectives,
scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR
budget, reporting, disclosures etc. The same is uploaded and available on the website of
the Company and the weblink of the same is
http://www.yellowdiamond.in/wp-content/uploads/2021/06/ CSR-Policy-Prataap-Snacks-1.pdf. 


DIRECTORS' RESPONSIBILITY STATEMENT


In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors
confirm the following:

(a) in the preparation of the annual financial statements for the year ended 31st
March, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Companies Act, 2013, have been followed alongwith proper explanation
relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently
and made judgement 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 31st March, 2023 and the
profit and loss of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls to be followed by the Company were laid down 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 are adequate and operating effectively.


RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS


Your Company's financial, operational and compliance controls are embedded in the
business processes. Additionally, the Risk Management Committee and the Board of Directors
assess the implementation of risk management and risk mitigation measures through their
review of potential risks which could impact the operations. This includes an additional
oversight in the area of financial risks and controls besides inherent risks associated
with the products dealt with by the Company. The major risks identified are systematically
addressed through mitigating actions on a continual basis.

The Risk Management Committee is entrusted with the responsibility to assist the Board
in overseeing and recommending/approving the Company's Enterprise Risk Management (ERM)
Policy. 

The purpose of the ERM Policy is to institutionalise a formal risk management function
and framework in the Company for identifying, assessing, monitoring and managing its
business risk including any material changes to its risk profile.

In addition, the policies and procedures have been designed to ensure the safeguarding
of the Company's assets; prevention and detection of frauds and errors; accuracy and
completeness of the accounting records; and timely preparation of reliable financial
information.

Your Company's system and process relating to internal controls and procedures for
financial reporting provide a reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with applicable Indian
Accounting Standards, the Companies Act, 2013 and Rules made thereunder and all other
applicable regulatory/ statutory guidelines etc. 

Your Company's internal control systems are supplemented by an extensive program of
internal audit by an independent firm of Chartered Accountants. Internal audit is
conducted at regular intervals and a summary of the observations and recommendations of
such audit alongwith management reply are placed before the Audit Committee of the Board. 


HUMAN RESOURCE 


Your Company follows a policy of building strong team of talented professionals. Your
Company continues to build on its human resource capabilities by hiring the right talent,
who support different functions and takes effective steps to retain such talent. People
remain the most valuable asset of your Company and it has built an open, transparent and
meritocratic culture to nurture this asset.

Your Company's human resource commensurate with its size, nature and operations. The
Company's Industrial Relations remained cordial and harmonious throughout the year. 


DIRECTORS 


During the year under review, Mr. G.V. Ravishankar (DIN: 02604007) Non-Executive
Nominee Director has resigned from the Board of Directors of the Company with effect from
2nd November, 2022. Consequent to the resignation of Mr. G.V. Ravishankar, the
tenure of Mr. Bharat Singh (DIN: 08222884) as an Alternate Director for Mr. G.V.
Ravishankar on the Board of the Company also ceased with effect from close of business
hours on 2nd November, 2022. 

The Board of Directors of the Company in its Meeting held on 3rd November,
2022 has appointed Mr. Bharat Singh (DIN: 08222884) as an Additional Director
(Non-Executive Nominee Director). Subsequently, the members by resolution passed through
Postal Ballot on 25th December, 2022 have appointed Mr. Bharat Singh as a
Non-Executive Nominee Director of the Company. Mr. Bharat Singh is a Nominee Director of
Sequoia Capital.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Arvind Mehta (DIN: 00215183), Director will retire
by rotation at the ensuing 14th Annual General Meeting and being eligible, has
offered himself for re-appointment as a Director of the Company. The Board recommends his
re-appointment for the consideration of the members of the Company at the ensuing 14th
Annual General Meeting of the Company. 

The brief resume and other information/details of Mr. Arvind Mehta seeking
re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on
General Meetings (SS-2) is given in the Notice of the ensuing 14th Annual
General Meeting, which forms part of the Annual Report.


KEY MANAGERIAL PERSONNEL


Mr. Arvind Mehta, Chairman and Executive Director, Mr. Amit Kumat, Managing Director
and Chief Executive Officer, Mr. Apoorva Kumat, Executive Director (Operations), Mr. Sumit
Sharma, Chief Financial Officer and Mr. Om Prakash Pandey, Company Secretary and
Compliance Officer are the key managerial personnel of the Company. During the year under
review, there was no change in the key managerial personnel of the Company.


DECLARATION BY INDEPENDENT DIRECTORS


All the Independent Directors of your Company, namely, Mrs. Anisha Motwani (DIN:
06943493), Mr. Vineet Kumar Kapila (DIN: 00056582), Mr. Chetan Kumar Mathur (DIN:
00437558) and Mr. V.T. Bharadwaj (DIN: 02918495) have individually given a declaration
pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance
to the criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 and Rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Based on the declarations received from
the Independent Directors, the Board of Directors recorded its opinion that all the
Independent Directors are independent of the management and have fulfilled the conditions
as specified under the governing provisions of the Companies Act, 2013, Rules made
thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 


MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES


During the year ended 31st March, 2023, four (4) Board meetings were held on
20th May, 2022, 08th August, 2022, 03rd November, 2022
and 03rd February, 2023.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013
and the Rules made thereunder, the composition and meetings of the Audit Committee are in
line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number
of meetings of all other Board Committees held during the year under review and attendance
at the meetings are provided in the Report on Corporate Governance, which forms part of
the Annual Report. During the year under review, all the recommendations of the Audit
Committee were accepted by the Board of Directors. 


PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS


Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by
SEBI, the Board of Directors of your Company carried out a formal annual evaluation of its
own performance and of its committees and individual directors. The process was conducted
by allowing the Board to engage in candid discussions with each Director with the
underlying objective of taking best possible decisions in the interest of the Company and
its stakeholders. The Directors were individually evaluated through a structured
questionnaire to ascertain feedback on parameters which, inter alia, comprised of level of
engagement, their contribution to strategic planning and other criteria based on
performance and personal attributes of the Directors. During the process of evaluation,
the performance of the Board was evaluated by the Board after seeking inputs from all the
Directors. The performance of the committees was evaluated by the Board after seeking
inputs from the respective Committee members on the basis of the criteria such as the
composition of committees, effectiveness of the committees, structure of the committees
and meetings, contribution of the committees etc. The Board evaluated the performance of
the individual director based on the criteria as per aforesaid Guidance Note of SEBI and
evaluation criteria framed by the Nomination and Remuneration Committee. A statement
regarding the form and the way in which the annual performance evaluation has been made is
given in the Report on Corporate Governance, which forms part of the Annual Report.


SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION


The Board of Directors in consonance with the recommendation of Nomination and
Remuneration Committee has adopted a Nomination and Remuneration Policy, which, inter
alia, deals with the criteria for identification of members of the Board of Directors and
selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the
Company and their remuneration. The Nomination and Remuneration Committee recommends
appointment of Directors based on their qualifications, expertise, positive attributes and
independence in accordance with prescribed provisions of the Companies Act, 2013 and Rules
made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Nomination and Remuneration Committee, in addition to ensure diversity, also
considers the impact the appointee would have on Board's balance of professional
experience, background, view-points, skills and areas of expertise. 

The Nomination and Remuneration Policy of the Company has been amended from time to
time in line with applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors in its
meeting held on 13th April, 2023 has amended the Nomination and Remuneration
Policy in line with the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended by SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2023. The salient features of the Nomination and
Remuneration Policy are stated in the Report on Corporate Governance, which forms part of
the Annual Report. The Nomination and Remuneration Policy is uploaded on the website of
the Company and the web link of the same is https://www.yellowdiamond.in/wp-content/
uploads/2021/06/Nomination-and-Remuneration-Policy-1.pdf.


VIGIL MECHANISM/WHISTLE BLOWER POLICY 


In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established a Vigil Mechanism which includes formulation of the Whistle Blower
Policy to bring to the Company's attention, instances of unethical behaviour, actual or
suspected incidents of fraud, instances of leak of unpublished price sensitive information
that could adversely impact the Company's operations, business performance and/or
reputation. No employee is denied access to the Vigilance Officer as well as Chairman of
the Audit Committee. The Policy provides that the Company investigates such incidents,
when reported, in an impartial manner and takes appropriate action to ensure that
requisite standards of professional and ethical conduct are always upheld. The policy is
available on the website of the Company and the web link of the same is https://
www.yellowdiamond.in/wp-content/uploads/2018/01/Vigil-Mechanism-Whistle-Blower-Policy.pdf.


AUDITOR


In terms of provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, B S R & Co. LLP, Chartered
Accountants (Registration No. 101248W/ W-100022), was appointed as Auditor of your Company
to hold office for a consecutive period of five (5) years until the conclusion of 17th
Annual General Meeting of the Company.


AUDITOR'S REPORT


The Auditor's Report on the financial statements of the Company forms part of the
Annual Report. During the year under review, the Auditor have not reported any matter
under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be
disclosed pursuant to Section 134(3) (ca) of the Companies Act, 2013. However,
there are following unfavourable remarks under ‘Report on other legal and regulatory
requirements' section in terms of the Companies (Auditor's Report) Order, 2020 (CARO) in
the Auditor's Report on the Standalone Financial Statements:

i. The amounts deducted / accrued in the books of account in respect of undisputed
statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance,
Income-Tax, Cess or other statutory dues have generally been regularly deposited with the
appropriate authorities, though there have been slight delays in a few cases of Provident
Fund. No undisputed amounts payable in respect of Goods and Service Tax, Provident Fund,
Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues
were in arrears as at 31st March, 2023 for a period of more than six months
from the date they became payable, except Provident Fund as detailed in clause vii (a) in
the Annexure A to the Auditor's Report on the Standalone Financial Statements.

ii. The transactions with related parties are in compliance with Section 177 and 188 of
the Companies Act, 2013 except the transactions with one related party as detailed in
clause xiii in the Annexure A to the Auditor's Report on the Standalone Financial
Statements, for which prior Audit Committee approval was not obtained under Section 177 of
the Companies Act, 2013 however ratified by approval by Audit Committee in the meeting
held on 26th May, 2023.

Board of Directors' comments:

The slight delay in deposit of provident fund in few cases and were in arrears as at 31st
March, 2023 for a period of more than six months from the date they became payable as
detailed in clause vii (a) in the Annexure A to the Auditor's Report on the Standalone
Financial Statements was due to mismatch of Aadhaar details and provident fund account
details of such cases.

The prior approval of Audit Committee has taken for all related party transactions
except for transactions with one related party as detailed in clause xiii in the Annexure
A to the Auditor's Report on the Standalone Financial Statements. The same was due to
oversight. The transactions with said related party were entered on arm's length basis and
in ordinary course of business and accordingly, the transactions with said related party
have subsequently approved/ratified by the Audit Committee in its Meeting held on 26th
May, 2023.

Apart from the above, there are no other unfavorable or qualified or adverse clause in
the Auditor's Report, which calls for any comment or explanation. The Company has
strengthen the process of identification of related party and entering into transaction
with a related party. 


SECRETARIAL AUDITOR


Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ritesh Gupta
& Co., Company Secretaries in practice was appointed to undertake the secretarial
audit of the Company for the financial year ended 31st March, 2023. The Report
of the Secretarial Auditor for the financial year ended 31st March, 2023 is
given in Annexure-III, which is annexed hereto and forms part of the Board's Report. There
are no qualification or observation or adverse remark in the Secretarial Audit Report
except the following:

i. The prior approval of Audit Committee has taken for all related party transactions
except for transactions with one related party, which subsequently approved / ratified by
the Audit Committee in its meeting held on 26th May, 2023.

Board of Directors' comments:

The prior approval of Audit Committee has taken for all related party transactions in
terms with provisions of Section 177 of the Companies Act, 2013 read with Rules made
thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 except for transactions with one related party. The same was due to
oversight. The transactions with said related party were entered on arm's length basis and
in ordinary course of business and accordingly, the transactions with said related party
have subsequently approved/ratified by the Audit Committee in its Meeting held on 26th
May, 2023.


INTERNAL AUDITOR


M/s. Grant Thornton Bharat LLP, Chartered Accountants is the Internal Auditor of the
Company. 


COST AUDITOR


The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance
of the cost records as specified by the Central Government under Section 148(1) of the
Companies Act, 2013 is not required and accordingly such accounts and records are not made
and maintained. The Company has not appointed any Cost Auditor during the year under
review.


COMPLIANCE WITH SECRETARIAL STANDARDS


During the year under review, your Company has complied with Secretarial Standard on
Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India. 


CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES


All related party transactions entered into by the Company during the year under review
were on arm's length basis and in the ordinary course of business. Further, during the
year under review, no material related party transactions were entered into by the
Company. Accordingly, the disclosure of related party transactions as required under
Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is not applicable. During the year under review, all related party
transactions were placed in the Audit Committee meeting for approval except the
transactions with one related party. The same was due to oversight. The transactions with
said related party were entered on arm's length basis and in ordinary course of business
and accordingly, the transactions with said related party have subsequently
approved/ratified by the Audit Committee in its Meeting held on 26th May, 2023.
Further, prior omnibus approval of the Audit Committee has obtained on an annual basis,
for a financial year, for the transactions, which are of foreseen and repetitive in
nature. The statement giving details of related party transactions entered into pursuant
to the omnibus approval were placed before the Audit Committee for its review. Details of
related party transactions are provided in the financial statements and hence not repeated
herein for the sake of brevity. 

The Company has formulated a Policy on materiality of related party transactions and
dealing with related party transactions, which is available on the website of the Company
and can be accessed through web link http://www.yellowdiamond.
in/wp-content/uploads/2018/01/Policy-on-Materiality-of-Related-Party-Transactions-and-on-Dealing-with-Related-Party-Transactions-1.pdf.


SUBSIDIARY, ASSOCIATE AND JOINT VENTURE 


During the year under review, Avadh Snacks Private Limited and Red Rotopack Private
Limited, the subsidiaries have been merged with the Company as per the Scheme.
Accordingly, as on 31st March, 2023, your Company do not have any subsidiary,
associate or joint venture. 


CONSOLIDATED FINANCIAL STATEMENTS


In accordance with the applicable provisions of the Companies Act, 2013 and Rules made
thereunder read with Indian Accounting Standards specified under the Companies (Indian
Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as
at and for the year ended 31st March, 2023 forms part of the Annual
Report.


LOANS, GUARANTEES AND INVESTMENTS 


The particulars of loans, guarantees and investments pursuant to Section 186 of the
Companies Act, 2013 have been disclosed in the financial statements and hence not repeated
herein for the sake of brevity. 


DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.


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, the
statement of disclosure of remuneration and such other details as prescribed therein is
given in Annexure-IV, which is annexed hereto and forms part of the Board's Report.


PARTICULARS OF EMPLOYEES


The statement of particulars of employees pursuant to Section 197 of the Companies Act,
2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure-IV, which is annexed hereto and
forms part of the Board's Report.


ANNUAL RETURN


In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual
Return of the Company for the financial year ended 31st March, 2023 has been
uploaded on the website_of the Company and the web link of the same is
https://www.yellowdiamond.in/wp-content/uploads/2023/06/ Annual-Return-2022-23.pdf.


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO


As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, the information on conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in Annexure-V, which is
annexed hereto and forms part of the Board's Report.


INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013


Your Company has constituted an Internal Complaints Committee pursuant to the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made thereunder. During the year under review, no case was
filed or reported under the said Act.


GENERAL


During the year under review, there were no transactions or events with respect to the
following, hence no disclosure or reporting: 

1. Material changes and/or commitments that could affect the Company's financial
position, which have occurred between the end of the financial year of the Company and the
date of this Report.

2. Significant or material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company's operations in future.

3. Receipt of any remuneration or commission from any of its subsidiary companies by
the Managing Director or the Whole-time Director(s) of the Company.

4. Buy back of securities/issue of sweat equity shares/issue of equity shares with
differential rights.

5. Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013
either to Audit Committee, Board of Directors or the Central Government.

6. Revision of the previous year's financial statements. However, during the year under
review, the Hon'ble National Company Law Tribunal, Ahmedabad Bench vide its order dated 10th
February, 2023 and Hon'ble National Company Law Tribunal, Indore Bench vide its order
dated 3rd March, 2023, suo-moto amended on 15th March, 2023 have
sanctioned the Scheme. As per the Scheme, the appointed date is 1st April,
2021, accordingly, the Company has given effect to the Scheme from the appointed date i.e.
1st April, 2021 in the financial statements for the year ended 31st
March, 2023 by restating the previous year numbers in the financial statements as if the
business combination had occurred from the beginning of the preceding period i.e. 1st
April, 2021. Pursuant to the Scheme, all the assets, liabilities, reserves and surplus of
the transferor companies have been transferred to and vested in the Company with effect
from the appointed date at their respective carrying values as per requirements of Ind AS
103. The details of the same is provided in note no. 50 of the Notes to Standalone
Financial Statements.

7. Change in the nature of business of the Company.

8. Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.

9. One-time settlement with any bank or financial institution. 


ACKNOWLEDGEMENT 


The Board wish to place on record its deep sense of appreciation for continued support
and co-operation received from the banks, financial institutions, investors, government,
customers, vendors, shareholders and other stakeholders during the year under review. The
Board also wish to place on record its grateful appreciation to all the employees of the
Company for their unstinted dedication, commitment and contribution in the performance of
the Company. Your Board look forward for their continued support in future.

Yours faithfully,

For and on behalf of the Board of Directors of 


Prataap Snacks Limited



  

    
Arvind Mehta
    
Amit Kumat
  
  

    
Chairman and Executive Director
    
Managing Director and
  
  

    
DIN: 00215183
    
Chief Executive Officer
  
  

    

    
DIN: 02663687
  
  

    
Place: Indore
    

  
  

    
Date: 26th May, 2023