Home  »  Company  »  Panafic Industrials  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Panafic Industrials Ltd.

Mar 31, 2015

The Directors are pleased to present the 30th Annual Report on the business operations and financial performance of the company for the financial year ended on 31st March 2015.

Particulars For The Year Ended

31st March 2015 31st March 2014

Sales/ Operating Income 134.18 71.96

Other Income 0.01 0.10

Total Revenue 134.19 72.06

Expenses:-

Purchase of Stock in trade

Changes in Inventory of Stock -in-Trade 23.05 27.94

Employee Benefit Expenses 29.36 25.99

Depreciation and Amortizations Expenses

Administrative & Other expenses 54.21 14.24

Contingent Provision For Standard Assets 131 (2.63)

Total Expenses 107.93 65.54

Profit Before Tax 26.27 6.52

Less: Current Tax 8.68 3.10

Deferred Tax (0.40) (0.53)

Prior Period Tax Adjustment 0.01 1.59

Profit/(Loss) After Tax 17.98 2.36

BUSINESS REVIEW

Financial year 2014-15 concluded with a Net Profit of Rs. 17,98,318/- for the company which is Rs. 15,62,511/- more than the previous financial year 2013-14. The declining profitability could be attributed to change in the business trends and economic environment. However, your directors are continuously endeavoring to improve the performance of the Company in future. In the current financial year 2015-16, the Company seeks to explore new avenues of business opportunities and thereby striving to improve its profitability. Sincere efforts are being made at all levels of the organization to cut costs and also to keep the expenses in check despite the inflationary tendencies of the market. Barring unforeseen circumstances, we expect better performance in the current year.

TRANSFER TO RESERVES IN TERMS OF SECTION 45-IC OF THE RESERVE BANK OF INDIA ACT, 1934

In order to ensure compliance with Section 45-IC of the Reserve Bank of India Act, 1934, the Company has, for the financial year ended 31st March, 2015, transferred Rs.3,59,664/- in respect of current year's profit to Statutory Reserve Fund from General Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. 6,24,868/- on 31st March, 2015.

DIVIDEND

The Company is having distributable profits in terms of provisions of Section 123 of Companies Act, 2013 for the Financial Year 2014-15. The Board of Directors, subject to the approval of shareholders in the ensuing Annual General Meeting, has recommended a dividend @ 2%.

COMPANY SECRETARY & COMPLIANCE OFFICER

The Companies Act, 2013 has mandated the appointment of Company Secretary in all listed Companies. Therefore, Ms. Ronika Bharara, a member of the Institute of Company Secretaries of India, was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 10th June, 2015 upon recommendation and approval by the Remuneration Committee and the Board.

INTERNAL AUDITOR

The Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company has appointed Mr. Vijay Kataria, Chartered Accountant, having ICAI Membership No. 534458 as an Internal Auditor of the Company in the Board Meeting held on 31st March, 2015.

PUBLIC DEPOSITS

Pursuant to the provisions of Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998, as amended time to time, the Board of Directors of the Company have re-confirmed in the Board Meeting held on 21 st May, 2015, that the Company had neither accepted any public deposits in the past nor it was holding any public deposits on the date of that Board Meeting and that the Company will not accept any public deposits in future without prior written permission of Reserve Bank of India

STATUTORY AUDITORS

M/s Rohit Suri & Associates, Chartered Accountants, Statutory Auditors of the Company, 7, Sharda Niketan, Pitampura, New Delhi-110034 retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for re-appointment, holding peer review certificate. Audit Committee and the Board recommend their re-appointment.

There is no qualification, reservation or adverse remark in the report.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report; Auditors' observations are self explanatory, which do not call for any further clarifications.

DIRECTORS

None of the Directors of the Company are disqualified under the provision of Section 164 and 165 of the Companies Act, 2013 as applicable on the date of this Directors' Report.

As on date of this report, the composition of Board is as follows:

S. No. Name of the Director DIN Designation Date of Appointment Date of Cessation

1. Mr. Ankur Sharma 06625403 Director 09/07/2013 -

2. Mr. Sanjeev Kumar 06625416 Director 09/07/2013 -

3. Mr. Rajeev Kumar Gupta 01735427 Additional Director 17/07/2014 - 4. Mrs. Sarita Gupta 00113099 Additional Director 17/07/2014 -

5. Ms. Renu 03572788 Additional Director 30/09/2014 -

MEETINGS OF THE BOARD

Eighteen Board Meetings were held during the year 2014-2015 and the gap between two meetings did not exceed four

months.

The details of which are as follows:

Serial No. Date of Board Meeting

1. April 07, 2014

2. April 24, 2014

3. May 02, 2014

4. May 13, 2014

5. May 30, 2014

6. June 16, 2014

7. July 17, 2014

8. August 13, 2014

9. August 26, 2014

10. September 06, 2014

11. September 18, 2014

12. November 07, 2014

13. November 14, 2014

14. January 02, 2015

15. February 03, 2015

16. February 10, 2015

17. March 13, 2015

18. March 31, 2015

DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD

Name of the Directors No. of Board Meetings Whether Previous No. of other attended during Financial AGM attended or Directorship in other Year 2014 - 2015 not Public Companies*

Mr. Rajeev Kumar Gupta 11 Yes Nil

Mrs. Sarita Gupta 11 Yes 1

Mr. Ankur Sharma 18 Yes Nil

Mr. Sanjeev Kumar 18 Yes Nil

Ms. Renu 9 Yes Nil

COMMITTEES

The Board of Directors has constituted three Committees of the Board - the Audit Committee, the Investor's/Shareholder's Grievance Committee & Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed in the Board Meetings for information of the board. The composition of these Committees is as follows:

Audit Committee

S. No. Name of the Director Designation Nature of Directorship

1. Mr. Rajeev Kumar Gupta Member and Director Executive Director

2. Mr. Ankur Sharma Director Non-Executive Independent Director

3. Mr. Sanjeev Kumar Chairman of the Committee Non-Executive Independent Director

Meetings and Attendance during the year

Four Audit Committee Meetings were held during the year 2014-2015. The dates on which the said meetings were held are as follows:

S. No. Date of Meeting Committee Strength No. of Members Present

1. May 30, 2014 3 3

2. August 13, 2014 3 3

3. November 14, 2014 3 3

4. February 10, 2015 3 3

Remuneration Committee

The Remuneration Committee has been reconstituted and presently comprises of the following Directors:

S. No. Name of the Director Designation Nature of Directorship

1. Mr. Ankur Sharma Member Non-Executive Independent Director

2. Mr. Sanjeev Kumar Member and Chairman Non-Executive Independent Director

3. Mrs. Sarita Gupta Member Non-Executive Director

Meetings and Attendance during the year

Three Nomination and Remuneration Committee Meetings were held during the year 2014-2015. The dates on which the said meetings were held are as follows:

S. No. Date of Meeting Committee Strength No. of Members Present

1. July 17, 2014 2 2

2. September 06, 2014 2 2

3. January 02, 2015 3 3

Shareholder's/ Investor Grievance Committee

S. No. Name of the Director Designation Nature of Directorship

1. Mrs. Sarita Gupta Chairperson Non-Executive Director

2. Mr. Sanjeev Kumar Member Non-Executive Independent Director

3. Mr. Ankur Sharma Member Non-Executive Independent Director

Meetings and Attendance during the year

Three Nomination and Remuneration Committee Meetings were held during the year 2014-2015. The dates on which the said meetings were held are as follows:

S. No. Date of Meeting Committee Strength No. of Members Present

1. April 03, 2014 2 2

2. April 05, 2014 2 2

3. April 06, 2014 2 2

4. April 07,2014 2 2

5. April 09,2014 2 2

6. April 10,2014 2 2

7. April 12,2014 2 2

8. April 15,2014 2 2

9. April 16,2014 2 2

10. April 17,2014 2 2

11. April 19,2014 2 2

12. April 21,2014 2 2

13. April 24,2014 2 2

14. May 10, 2014 2 2

15. May 23,2014 2 2

16. May 29,2014 2 2

17. June 06,2014 2 2

18. July 01,2014 2 2

19. July 17,2014 2 2

20. August 19,2014 3 3

21. September 25,2014 3 3

22. November 01,2014 3 3

23. February 23,2015 3 3

24. March 31, 2015 3 3

EXTRAORDINARY GENERAL MEETING

Two Extra Ordinary General Meeting were held during the year 2014-2015. The details of which are as follows

Serial No Date of Extra Ordinary General Meeting

1. May 03, 2014

2. March 10, 2015

LISTING AGREEMENT COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with BSE Limited and The Delhi Stock Exchange have been duly complied with.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT-9 is annexed herewith as "Annexure-I"

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2015:

i. That in the preparation of the annual accounts for the financial year ending 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts of Company on a 'going concern' basis.

v That proper internal financial controls were in place and that the financial controls were adequate and were operating effetely;

vi. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees or Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of the Board and its Power) Rules, 2014 are given in the Financial Statements.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve.

RELATED PARTY TRANSACTIONS

Details of related party transactions that were entered into during the financial year, if any under the provisions of Section 188 of the Companies Act, 2013 are given in the Financial Statements. There are no materially significant related party transactions made by the company which may have potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. Apart from that, there were no foreign exchange earnings or outgo of the company during the year under report.

SECRETARIAL AUDIT REPORT

As per the requirement of Section 204 read with Section 134(3) of the Companies Act 2013 and Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company has obtained a certificate from M/s Grover Ahuja and Associates, Company Secretaries, for the financial year ended March 31st, 2015, that the Company has complied with all provision of Companies Act, 1956 and Companies Act, 2013. The clauses referred to in compliance certificate are self-explanatory and, therefore do not call for any further comments. The extract of Secretarial Audit Report in form MR-3 is annexed herewith as "Annexure-II"

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

HUMAN RESOURCE DEVELOPMENT

The Company believes that its people are the key differentiators, especially in the current knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements is an ongoing process. The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in realizing the targeted projects of the Company. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders.

APPRECIATION

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance. We place on record our appreciation of the contribution made by our employees at all levels. We look forward for such continued hard work, solidarity, cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the faith reposed in the Company by the Securities and Exchange Board of India, the Reserve Bank of India and the Government of India.

For and on behalf of the Board of Directors

M/s Panafic Industrials Limited

Sd/-

Sarita Gupta

Chairperson

DIN: 00113099

Place: Delhi D-158, Pushpanjli Enclave,

Date: 05th September, 2015 Pitam Pura, Delhi- 110034


Mar 31, 2014

The Directors are pleased to present the 29th Annual Report on the business operations and financial performance of the company for the financial year ended on 31st March 2014.

FINANCIAL RESULTS (In Lacs)

Particulars For The Year Ended

31stMarch 2014 31stMarch 2013

Sales/Operating Income 71.96 380.98

Other Income 0.10 4.00

Total Revenue 72.06 384.98

Expenses:-

Purchase of Stock in trade - 320.13

Changes in Inventory of Stock-in-Trade 27.94 49.95

Employee Benefit Expenses 25.99 2.75

Depreciation and Amortisation Expenses - -

Administrative & Other expenses 14.24 2.24

Contingent Provision For Standard Assets [2.63) 1.19

Total Expenses 65.54 376.26

Profit Before Tax 6.52 8.71

Less: Current Tax 3.10 0.26

Deferred Tax [0.53) -

Prior Period Tax Adjustment 1.59 -

Profit/(Loss) After Tax 2.36 8.45

BUSINESS REVIEW

Financial year 2013-14 concluded with a Net Profit of Rs. 2, 35,807/- for the company which is Rs. 6, 09,651/- short from the previous financial year 2012-13. The declining profitability could be attributed to change in the business trends and economic environment. However, your directors are continuously endeavouring to improve the performance of the Company in future. In the current financial year 2014-15, the Company seeks to explore new avenues of business opportunities and thereby striving to improve its profitability. Sincere efforts are being made at all levels of the organization to cut costs and also to keep the expenses in check despite the inflationary tendencies of the market. Barring unforeseen circumstances, we expect better performance in the current year.

TRANSFER TQ RESERVES IN TERMS OF SECTION 45-lf OF THE RESERVE BANK OF TNniA ACT. 1934

In order to ensure compliance with Section 45-IC of the Reserve Bank of India Act, 1934, the Company has, for the financial year ended 31st March, 2014, transferred Rs. 96,112/- in respect of current year's profit and the deficit of Rs. 48,951/- pertaining to earlier years to Statutory Reserve Fund from General Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. 2, 65,204/- on 31« March, 2014.

DIVIDEND

The Company is having distributable profits in terms of provisions of Section 123 of Companies Act 2013 for the Financial Year 2013-14. The management intends to retain its funds for re-investing in 'some profitable projects in the future and also for meeting its working capital requirements and expansion prospects. Therefore, no dividend has been recommended by the Board for the said financial year.

DISCLOSURES UNDER SECTION 217(1) OF THF COMPANIES ACT.

Change in Control and Management of the Company

The Company entered into a Share Purchase Agreement dated 12th March, 2014 with Mr. Rajeev Kumar Gupta and Mrs. Sarita Gupta (hereinafter collectively referred to as "the Acquirers") whereby the Acquirers who collectively held 2.10% of the paid up share capital of the Company, agreed to further acquire 13 750 Equity Shares of Rs. 10/- each from the old promoters, constituting 0.17% of paid-up share capital and complete Management Control therefrom. Consequently, the Company had undergone the process of "Open Offer" under Regulation (4) ofSEBI SAST Regulations, 2011 which concluded on 8th July, 2014.

Thereafter, Mr. Rajeev Kumar Gupta and Mrs. Sarita Gupta were appointed as Additional Directors on the Board of the Company in its Board Meeting held on 17th July, 2014.

Application to BSE for Direct Listing

Your Company is presently listed on Delhi Stock Exchange which like all other Regional Stock Exchanges is on the verge of getting derecognised by SEB1. In such a scenario, the management of the Company has considered to go for direct listing of the shares of the Company on Bombay Stock Exchange, under a scheme launched by BSE for the purpose and has also made an application to BSE in this respect on 17th July 2014 We are hopeful that our Company will be a BSE Listed Company very soon and our shareholders will enjoy a higher degree of liquidity of their shares thereafter.

Appointment of Company Secretary and Change of Compliance Officer

The Companies Act, 2013 has mandated the appointment of Company Secretary in all listed Companies Therefore, Ms. Devika Sharma, a member of the Institute of Company Secretaries of India, was appointed as the Company Secretary & Compliance Officer of the Company w.e.f 17th July, 2014 upon recommendation and approval by the Remuneration Committee and the Board.

Shifting of Registered Office of the Company sequent to change in management of the Company the registered office of the Company has also been shifted from 4566/13, Jai Mata Market, Tri Nagar, Delhi-110035' to 23, II Floor, North West Avenue Club Road, West Punjabi Bagh, Delhi-110026, w.e.f. 17th July 2014.

Appointment of Internal auditor and CFO

The Companies Act, 2013 has mandated the appointment of Internal Auditor and Chief Financial Officer in the Company. Accordingly, the Company has appointed Ms. Devika Sharma as an Internal Auditor and Mrs Sarita Gupta as the CFO of the Company in the Board Meeting held on 6th September, 2014.

Raising of Funds through Preferential Allotment of Shares

The Members at the Annual General Meeting held on 30th September, 2013 passed an ordinary resolution for increasing the authorized share capital of company to Rs. 1,00,00,000/- (Rupees Ten Crores only).

Thereafter, in the same meeting, the Members passed a special resolution thereby approving the issue and aliment of 7470,000 Equity Shares of Rs. 10/- each at a price ofRs.10/- per share on preferential basis this regard, the Company received In- Principal approval from Delhi Stock Exchange vide letter dated 4th February, 2014. Thereafter, 74,70,000 equity shares were allotted at the Board Meeting held on 4th February,

Further, the shares got listed on the Delhi Stock Exchange on 5th March, 2014 and finally the trading approval was granted by the exchange on 13th of May, 2014.

Presently the authorized share capital is 10,00,00,000 (Rupees Ten Crores) divided into 100,00,000 Equity Shares of Rs. 10/- each and the issued, subscribed and paid up share capital of the Company has greased from Rs. 74,25,000/- (Rupees Seventy Four Lac Twenty Five Thousand Only) divided Mo 7 42 500 Equity hares of Rs. 10/- each to Rs. 8,21,25,000/- (Rupees Eight Crore Twenty One Lacs twenty Five Thousand Only) divided into 82,12,500 Equity Shares of Rs. 10/- each.

PUBLIC DEPOSITS

Section 58A of the Compan.es Act, 1956 read with the Companies (Acceptance of Deposits) Rules 1975 Also, pursuant to the provisions of Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank Directions, 1998, as amended time to time, the Board of Directors of the Company the Board Meeting held on 7. April, 2014, that the Company had neither accepted any public deposits in the past nor it was holding any public deposits on the date of that Board Meeting and that the Company will not accept any public deposits in nature without prior written permission of Reserve Bank of India

STATUTORY AUDITORS:

M/s RSAV & Company Chartered Accountants (Previously known as Saurav Abhlnaya & Co having its Office a 133 F.rs, Floor, Lane No, 1, Western Marg, Saidulajab, ICNOU Road, Saket New Delhi 110030 who served as Statutory Auditors of the Company for past many years, resigned from the position w.e.f.30th April 2014, express their inability to continue as the Statutory Auditors of the Company In order to fill the casual vacancy caused by resignation of the previous Auditors, M/s Rohit Sari * Associates, Charted Accountants, 7 Sharda Niketan, Pitampura, New Delhl-110034 were appointed as Statement the approval of shareholders of the Company by way of ordinary resolution passed its extra Ordinary General Meeting held on 3rd of May, 2014 to hold the office as Statutory Auditors of the company from the conclusion of the said general meeting untill the conclusion of the ensuing annual General meeting (AGM) of the company.

M/s Rohit Suri & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting and being eligible, have offered themselves for the re-appointment to hold office for a term of 5 years. A certificate to the effect that their re-appointment if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and Rule-4 of the Companies (Audit and Auditors] Rules, 2014 has also been furnished by them.

The Board recommends their appointment as Statutory Auditors of the Company from the Financial Year 2014-15 to 2018-19 subject to ratification by members of the Company by passing ordinary resolution at every Annual General Meeting.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report; Auditors' observations are self explanatory, which do not call for any further clarifications,

DIRECTORS

Since the conclusion of the previous Financial Year 2013-14 and up to the date of preparation of this Board Report, Mr. Virendra Kumar Gupta, Mr. Ashwani Kumar Salwan and Mr. Braj Mohan Singh, the Directors of the Company resigned from the position of Director w. e. f 17th July, 2014.

Mr. Rajeev Gupta and Mrs. Sarita Gupta were appointed on the board as an Additional Directors w.e.f. 17th July, 2014, to hold office up to the date of this Annual General Meeting, and in whose respect, the Company has received a notice in writing proposing their candidature for the office of Director, are proposed to be regularized as Directors subject to shareholder's approval in the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified under the provision of Section 164 and 165 of the Companies Act, 2013 as applicable on the date of this Directors' Report.

As on date of this report, the composition of Board is as follows:

S. No. Name of the DIN Designation Date of Date of Cessation Director Appointment

1. Mr.AnkurSharma 06625403 Director 09/07/2013 -

2. Mr. Sanjeev Kumar 06625416 Director 09/07/2013 -

3. Mr. Rajeev Kumar 01735427 Additional 17/07/2014 - Gupta Director

4. Mrs. Sarita Gupta 00113099 Additional 17/07/2014 - Director

The Company has been very recently acquired by Mr. Rajeev Gupta & Ms. Sarita Gupta. Consequently, the entire composition of the board is under transition phase. Therefore, the company is in process or re- constituting its board in compliance with clause 49 of the listing agreement and the Companies Act, 2013.

COMMITTEES

The Board of Directors has constituted three Committees of the Board - the Audit Committee, the Investor's/Shareholder's Grievance Committee & Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed in the Board Meetings for information of the board. The role and composition of these Committees, including the number of meetings held during the financial year have been provide Corporate Governance Report which forms part of this report.

EXTRAORDINARY CENFRAL MEETING

No Extra Ordinary General Meeting was held during the year 2013-2014. LISTING AGREEMENT COMPLIANCE

Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with the Delhi Stock Exchange have been duly complied with. However there has been a change in management of the Company pursuant to the completion of Open Offer, consequent to which Company's m process of re-constituting its Board in accordance with Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under sub-section (2AA) of Section 217 of the Companies Act 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i In preparation of Annual Accounts, the applicable accounting standard to the extend applicable, has been followed.

ii 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 affaire of the company as at 31- March 2014 and of the profit of the company for the year ended on that date.

iii. The Directors has taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

v. The Directors have prepared the annual accounts of Company on a 'going concern' basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSERVATION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. Apart from that, there were no foreign exchange earnings or outgo of the company during the year under report.

PARTICULARS OF EMPLYEES

None of the employee of the company was in respect of remuneration, which was more than the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies [Particular of Employees) Rues, 1975 and hence no particulars are required to be disclosed in this Report.

HUMAN RESOURCE OFVFT DEVELOPMENT

The Company believes that its people are the key differentiators, especially in the current knowledge driven competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements is an ongoing process. The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in realizing the targeted projects of the Company. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders.

APPRECIATION

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance. We place on record our appreciation of the contribution made by our employees at all levels. We look forward for such continued hard work, solidarity, cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the faith reposed in the Company by the Securities and Exchange Board of India, the Reserve Bank of India and the Government of India.

For and on behalf of the Board of Directors

M/s Panafic Industrials Limited

Sarita Gupta

Chairperson

DIN: 00113099

Place: Delhi D-158, Pushpamh Enclave,

Date : 06th September, 2014 Pitam Pura, Delhi. noo34


Mar 31, 2012

The Directors have pleasure in presenting the 32nd Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2012.

FINANCIAL RESULTS (In lacs)

Particulars For The Year Ended

31st March 2012 31st March 2011

Sales/ Operating Income 42.48 609.53

Other Income 14.33 2.84

Expenses:-

Purchase of stock in Trade 950.69 715.66

Changes in Inventory of Stock-in-Trade 200.20 (112.81)

Employee Benefit Expenses 2.25 2.60

Depreciation and Amortisation Expenses - -

Administrative & Other expenses 3.05 4.98

Contingent Provision For Standard Assets 3.16 -

Profit Before Tax 3.04 1.94

Less; current Tax 0.04 0.23

Deferred Tax - -

Prior Period Tax adjustment (0.09) -

Profit/(Loss) After Tax (2.99) 1.71

BUSINESS REVIEW

The year has ended with a Net Loss of Rs. 298929.00 as against Net Profit of Rs. 171158.00 of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year.

DIVIDEND

To conserve the resources of the company, no dividend has been recommended.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s RSAV & Co. confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

Mr. Virender Gupta who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following three directors:-

S. No. Name of the director Status

1 Mr. Ashwani Salwan Executive Chairman

2 Mr. Braj Mohan Singh Non Executive and Independent

3 Mr. Virender Gupta Non Executive and Independent

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3, That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st march, 2012 on a going concern basis.

AUDITORS

Your company Auditors M/S RSAV & COMPANY (Previously Known As SAURABH ABHINAYA & CO.); Chartered Accountants, retire at the ensuing annual general meeting and being eligible; have given their consent to act as auditors of the company. Members are requested to consider their re- appointment as the auditors of the company and to fix their remuneration by passing a resolution under section 224 of the Companies ACT, 1956.

The company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, your directors are pleased to give the particulars as prescribed therein in the annexure, which form part of the directors' reports.

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956. The Committee consist of the following directors:

Mr. Braj Mohan Singh Chairman (Non Executive & Independent)

Mr. Virender Gupta Member

Mr. Ashwani Salwan Member

b. INVESTORS/SHAREHOLDERS' GRIEVANCE COMMITTEE

As per the provisions of the Listing Agreement, the members of the Committee consist of the following directors:

Mr. Virender Gupta (Chairman),

Mr. Braj Mohan Singh (Member)

Mr. Ashwani Salwan (Member)

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month for any part thereof.

APPRECIATION

Trade Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company's inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time. .

By the Order of the Board

For PANAFIC INDUSTRIALS LIMITED

Place; Delhi

Dated: 25.08.2012 DIRECTOR DERECTOR


Mar 31, 2011

The Directors have pleasure in presenting the 31st Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2011.

FINANCIAL RESULTS Rs. (In lacs)

Particulars For The Year Ended

31st March 2011 31st March 2010

Sales/Operating Income 609.53 478.95

Gross Profit/(Loss) after interest but 1.94 0.74 before depreciation & taxation

Less: Depreciation NIL NIL

Less: Income Tax/FBT 0.23 NIL

Profit/(Loss) after tax 1.71 0.74

Transfer to General Reserve/P & L NIL NIL

BUSINESS REVIEW

The year has ended with the net profit of Rs. 171157.75 in comparison of the last year's net profit of Rs. 73598.71 inclusive of long term capital gain of Rs. 1217397.09. The financial result, as obvious, are up to the mark in comparison to the last year's result and the performance of the company is above expectations.

DIVIDEND

To conserve the resources of the company, no dividend has been recommended.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s Saurabh Abhinaya & Co. confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

Mr. Sudhir Kumar Agarwal who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following three directors:-

S. No. Name of the director Status

1 Mr. Ashwani Salwan Executive Chairman

2 Mr. Sudhir Kumar Agarwal Non Executive and Independent

3 Mr. Virender Gupta Non Executive and Independent

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

A. CONSERVATION OF ENERGY

The operations of your Company do not consume high levels of energy. Adequate measures have been taken to conserve by using energy, efficient computers and equipment.

B. TECHNOLOGY ABSORPTION

1. Specific areas in which R&D carried out are as follows:

a. Review of the existing courses and evaluation of feasibility of the new courses to be launched and estimating the costing thereof.

b. Providing technical support on existing products.

2. Benefits derived as a result of the above R & D:

As a result the organization is being able to implement current courses.

3. Future Plan of action:

R&D plans to enter the client server areas, as this is a major thrust area in the IT industry.

4. Expenditure on R & D : NIL

C. FOREIGN EXCHANGE EARNINGS

There were no foreign exchange earnings as well as outgo of the company during the year under report.

AUDITORS

M/s Saurabh Abhinaya & Co., Chartered Accountants holds office of the statutory auditors of the company until the conclusion of the ensuing Annual General Meeting and is eligible for re appointment.

The company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, your directors are pleased to give the particulars as prescribed therein in the annexure, which form part of the directors' reports.

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956. The Committee consist of the following directors:

Mr. Sudhir Kumar Agarwal Chairman (Non Executive & Independent)

Mr. Virender Gupta Member

Mr. Ashwani Salwan Member

b. INVESTORS/SHAREHOLDERS' GRIEVANCE COMMITTEE

As per the provisions of the Listing Agreement, the members of the Committee consist of the following directors:

Mr. Virender Gupta (Chairman),

Mr Sudhir Kumar Agarwal (Member)

Mr. Ashwani Salwan (Member)

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month for any part thereof.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company's inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time. .

By the Order of the Board

For PANAFIC INDUSTRIALS LIMITED

Place: Delhi

Dated: 25.08.2011 DIRECTOR DIRECTOR

 
Subscribe now to get personal finance updates in your inbox!