Mar 31, 2016
To
The Member s
Panafic Industrials Limited
The Directors are pleased to present the 31st Annual Report on the business operations and financial performance of the company for the financial year ended on31st March 2015.
FINANCIAL RESULTS (Rs. In Lac s)
Particulars |
For The Year Ended |
|
31st March 2016 |
31st March 2015 |
|
Sales/ Operating Income |
93.07 |
134.18 |
Other Income |
- |
0.01 |
Total Revenue |
93.07 |
134.19 |
Expenses- Purchase of Stock in trade |
||
Changes in Inventory of Stock in -Trade |
- |
23.05 |
Employee Benefit Expenses |
33.05 |
29.36 |
Depreciation and Amortization Expenses |
- |
- |
Administrative & Other expenses |
34.60 |
54.21 |
Contingent Provision For Standard As sets |
(0.09) |
131 |
Total Expenses |
67.56 |
107.93 |
Profit Before T ax |
25.51 |
26.27 |
Less: Current T ax |
7.88 |
8.68 |
Deferred T ax |
0.05 |
(0.40) |
Prior Period T ax Adjustment |
- |
0.01 |
Profit/(Loss) After Tax |
17.57 |
17.98 |
BUSINESS REVIEW
Financial year 205-16 concluded with a Net Profit R§. 17,57,482/- for the company which is R4Q8B& - less than the previous financial year 201-15. 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 20157, 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 inflation at any 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 Sectionâ 145 of the Reserve Bank of India Act, 1934, the Company has, for the financial year ended Bit March, 2016, transferred Rs.13,,496/- in respect of current yearâs profit to Statutory Reserve Fund from General Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. -9976,36s/ March, 2016.
MATERIAL CHANGES CHANGE IN CONTROL AND MANAGEMENT OF THE COMPANY
During the financial year, the Company records no change in its control and management hence the composition of control and management has been remain same as have already been given to you in our last report.
Further, the Company wished for the appointment Ms. Renu(DIN: 0B572788 ), who retires by rotation in our ensuing 31 Annual General Meeting as per the requirement of Section 152(6) of the Companies Act, 206 and being eligible to offer herself for r-appointment,
Company Secretary & Compliance Officer
The Companies Act, 2013 has mandated the appointment of Company Secretary in all listed Companies. Therefore, Ms. Renika 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.
*The same detail has already been given in our last report.
Internal Auditor
The Companies Act, 20B has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company has appointed Mr. Vijay Kataria, Chartered Accountant, having ICAI Membership No. 5B4458 as an Internal Auditor f the Company in the Board Meeting held on 31st March, 2015.
*The same detail has already been given in our last report.
Chief Financial Officer
Pursuant to Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014, the Board at its meeting held on 6th September, 2014 has appointed Ms. Sarita Gupt as the Chief Financial Officer (CFO ).
DIVIDEND
The Management believes that the profits earned during the financial year must be retained and redeployed for the operations the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to m ;et ou the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial-yea 2017.
PUBLIC DEPOSITS
Pursuant to the provisions of Non Banking in the Companies Acceptance of Public Deposits (Reserve Bank) Direction , 1998, as amended time to time, the Board of Directors of the Company have conformed in the Board Meeting held on 27th April 2016 , that the Company had neither accepted any public deposits in the past nor it was holding any public deposits to 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
The Board recommends to ratify the appointment of M/s Rohit Suri & Associate Chartered Accountants, statutory Auditors of the Company, 7, Sharda Niketan, Pitampuram New Delhi 110034 as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of 30th AnnualGeneral Meetings 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 r-appointment, holding peer review certificate e.
There is no qualification, reservation or adverse remark in the report.
AUDITORSâ OBSERVATION
The Auditors Report has been annexed with this report; Auditors âobservations are self explanatory, which do not call f r any further clarifications.
DECLARATION BY INDEPENDENT DIRECTORS
Mr.Sanjeev Kumar and Mr. Ankur Sharman independent Directors of the Company have submitted their disclosures to the Board that they fulfill all the repaints as stipulated in Section 49(6) of the Companies Act, 2013 read with relevant rule s thereto .
RISK MANAGEMENT
The Company does not have any formal Risk Management Policy as the elements of risk threatening the company are very minimal. However, on discretionary basis the Company has constituted the Risk Management Committee to cope up with adequate processes and procedures in place to mitigate risks of various kinds, if any, but as no such matter comes before the Board till date, no meeting held as such.
INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal control covering all financial relating functions. These controls have been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations! and firings reliability of financial reporting.
COMPANYâS POLICY RELATING TO DIRECTORSâ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Company''s policy relating to appointment of Directors, payment of Managerial remuneration of Directors qualification, positive attributes, independence of directors and other related matters has been devised as per the provisions given under Section 178(B) of Companies Act, 20B.
However, the Company has constituted its Nomination and Remuneration committee as per the provisions of Section 178(1) of Companies Act, 20113 for aforesaid rational e.
DIRECTORS
None of the Directors of the Company are disqualified under the provision of Section 164 and 65 of the Companies Act, 2013 as applicable on the date of this Directors â 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 |
B. |
Mr. Rajeev Kumar Gupta |
01735427 |
Managing Director |
7/07/204 |
- |
4. |
Mrs. Sarita Gupta |
00113099 |
Director |
7/07/204 |
|
5. |
M s. Renu |
03572788 |
Director |
B0/09/204 |
|
1 |
Mr. Ankur Sharma |
05625403 |
Director |
09/07/20B |
- |
2. |
Mr. S anjeev Kumar |
05625416 |
Director |
09/07/20B |
MEETINGS OF THE BOARD
Eleven Board Meetings were held during the ye05- 206 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 27, 2015 |
2. |
May 5, 2015 |
B. |
May 21 2105 |
4. |
May 30, 2015 |
5. |
June 10 2015 |
6. |
July 21 2015 |
7. |
August 13, 2015 |
8. |
August 28, 2015 |
9. |
November 04, 2015 |
0. |
February 10, 2016 |
11 |
March 31, 2016 |
DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD
Name of the Directors |
No. of Board Meetings attended during Financial Year 2014 - 2015 |
Whether Previous AGM attended or not |
No. of other Directorship in other Public Companies* |
|
Mr. Rajeev Kumar Gupta |
10 |
Yes |
Nil |
|
Mrs. Sarita Gupta |
11 |
Yes |
1 |
|
Mr. Ankur Sharma |
10 |
Yes |
Nil |
|
Mr .S anjeev Kumar |
11 |
Yes |
Nil |
|
M s. Renu |
9 |
Yes |
Nil |
COMMITTEES
The Board of Directors has constituted The Committees of the Board the Audit Committee, the Investors/Shareholders 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 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 |
Nonexecutive Independent Director |
B.. |
Mr. Sanjee-Kumar |
Chairman of the Committee |
Nonexecutive Independent Director |
Meetings and Attendance during the year
Four Audit Committee Meetings were held during the year-2265 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 2015 |
3 |
3 |
2. |
August 13, 2015 |
3 |
3 |
B. |
November 14, 2015 |
3 |
3 |
4. |
February 10, 2016 |
3 |
3 |
Nomination and 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 |
M ember |
Nonexecutive Independent Director |
2. |
Mr. S anjeev Kumar |
Member and Chairman |
Nonexecutive Independent Director |
3. |
MrsSarita Gupt a |
M ember |
Non-Executive Director |
Meetings and Attendance during the year
Three Nomination and Remuneration Committee Meetings were held during the year The dates on which the said meetings were held are as follows:
S. No. |
Date of Meeting |
Committee Strength |
No. of Members Present |
1 |
M ay 21 205 |
3 |
3 |
2. |
June 0 205 |
3 |
3 |
Shareholderâs/Investor Grievance Committee
S. No. |
Name of the Director |
Designation |
Nature of Directorship |
1 |
Mis. Sarita Gupta |
Chairperson |
Nonexecutive Director |
2. |
Mr. S anjeev Kumar |
M ember |
Nonexecutive Independent Director |
3. |
Mr. Ankur Sharma |
M ember |
Nonexecutive Independent Director |
Meetings and Attendance during the year
Two Shareholders/ Investor Grievan Committee Meetings were held during the year 200B. The dates on which the said meetings were held are as follows:
S. No. |
Date of Meeting |
Committee Strength |
No. of Members Present |
1 |
June 24, 2015 |
3 |
3 |
2. |
July 7, 2015 |
3 |
3 |
3. |
December 28, 2015 |
3 |
3 |
EXTRAORDINARY GENERAL MEETING
No Extra Ordinary General Meeting: held during the year 2015- 2016 .
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.
The Securities and Exchange Board of India (SEBI), on September2nd , 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provision to the Listing Agreement for different segments of Capital market. The said regulations were effective from December 1st 2015. Accordingly, all l: ted entities were required to enter into a new listing agreement within 6 months from the effective date.
The Company enters into a new Listing Agreement with Befitted(Bombay Stock Exchange)and DSE (Delhi Stock Exchange) and endeavor to adopt all the provisions as stated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(B) of the Companies Act, 20B and Rule 12(1) of the Companies (Management and Administration) Rules, 204, the extract of Annual Return in form MGTs annexed herewith annexure-I.
DIRECTORSâ 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, 2016
i. That in the preparation of the annual accounts for the financial year ending 31st March, 2016, 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 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 end of the financial year and of the profit and loss of the Company for that period;
iii. That the directors had taken over and sufficient care for the maintenance of adequate accounts goods 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 â basis.
v. That proper internal financial controls were in place and that the financial controls were adequate operating effetely ;
vi. That the directors had devised proper systems to ensure license with the provisions of 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 20B read with Companies (Meeting of the Board and its Power) Rules, 204 are given in the Financial Statements.
TRANSFER TO RESERVES
The Company has not transfer ready amount to the General Reserve
RELATED PARTY TRANSACTIONS
Details of related party transactions that were entered into during the financial year under the provisions of Section of the Companies Act, 2013 are given in the Financial Statement there are no materially significant related party transaction 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.
POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not have developed and implemented any corporate social responsibility initiatives as the said provisions are not applicable to the Company.
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 Rule 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 B4(B) of the Companies Act 2013 Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company has obtained a certificate from M/s Arun Kumar and Associates, Company Secretaries, for the financial year ended March B6t ,that the Company has complied with all provision of Companies Act, 1956 and Companies Act, 2013. The clauses referred to in compliance certificate -are elf explanatory and, therefore do not call for any further amounts. The extract of secretarial Audit Report form M-R-3 is annexed herewith as Annexure-IIâ
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 supported an operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial senses media and their agencies and look forward to their continued support and as 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 help used 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/- Sd/-
Sarita Gupta Rajeev Kumar Gupta
Director Managing Director
DIN: 00113099 DIN: 01735427
D-158, Pushpanjli Enclave, Plot No. 127, First Floor, Sector-5, Vaishali,
Pitam Pura, Delhi- 110034 Ghaziabad, Uttar Pradesh-201010,
Place: Delhi
Date: 06th September, 2016
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