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Directors Report of Partani Appliances Ltd.

Mar 31, 2015

Dear Members

The Directors are pleased to present the 3 Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2015

Financial Performance:

(Rupees in Lacs)

Particulars FY 2014-2015 FY 2013-2014

Income from Operations 2193,78 81.38

Profit before Interest & Depreciation 20.16 2.29

Less: Interest 0 0

Profit Before Depreciation 20.16 2.29

Less: Depreciation 0 0

Profit after Depreciation 20.19 2.29

Less: Income Tax & FBT 6.23 0.71 for the Current Year

Profit after Tax 13.93 1.59

Balance of profit brought (150.29) (160.88) forward from previous period

Amount available for appropriation (145.3) (159.29)

Balance carried Over (145.3) (159.29)

Performance review:

Your directors wish to inform the share holders that the Company's sales have increased from Rs. 81.38 Lakhs to Rs2193.78 Lakhs for the year ended 31" March 2015. During this financial year, the Company made profit of Rs. 13.93 Lakhs' as against the profit of Rs.1.59 Lakhs for the year 2013-2014.

Management discussion and analysis report:

The Management Discussion and Analysis Report is annexed as Annexure-I as a part of the Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate report on corporate governance has been included in this Annual Report in Annexure -II together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance, the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2014-15. A declaration to this effect signed by the Whole Time Director - Chief Financial Officer of the Company is contained in this Annual Report.

Listing:

The equity shares of your company are listed on the Bombay Stock Exchange and Ahmedabad Stock Exchange Limited

Number of Meetings of the Board and Audit Committee

A calendar of meetings is prepared and circulated in advance, to the Directors. During the year 14 Board Meetings and 7 Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

Auditors:

Pursuant to the provisions of Sections 139. 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, Mr. M. Mahender Kumar, was appointed by the members at the 29th Annual General Meeting to hold office until the conclusion of the 34th Annual General Meeting, subject to ratification by shareholders at each AGM.

The members are requested to ratify the appointment of Mr.M.Mahender Kumar Chartered Accountant as statutory auditors of the Company for the year 20/5-16.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the Company has appointed, Mr.Y.Koteswar Rao, Practicing Company Secretary to undertake the Secretarial Audit of the Company. Secretarial Auditor Report for the year 2014-I5given by Mr.Y.Koteswar Rao, in the prescribed 'Form MR-3' is annexed to this report in Annexure -III. The remarks made the Secretarial Auditor arc self explanatory. Further, the Company has appointed Mr.Vikas Partani as the Whole Time Director and Chief Financial Officer of the Company w.e.f 5(September, 2015.

Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 73 of Companies Act, 2013.

Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures. The Board of Directors have evaluated the effectiveness of the Company's internal controls and procedures and confirm that they are adequate based on the size and the nature of its business.

Conservation of Energy. Technical Absorption and Foreign Exchange Earning and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Sec. 134 (3) (m) of the Companies Act 2013, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are given in the Annexure-IV forming part of this report.

Extract of Annual Return

The extract of Annual Return as provided under Sub-section(3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this report in Annexure -V

Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressed) Act. 2013.

The Company has not received any complaints alleging sexual harassment during the financial year 2014- 15.

Directors' Remuneration Policy & Criteria for matters under Section 178 Appointment of Directors :

- While identifying persons who may be appointed directors, the Committee shall consider business of the Company, strength, weakness, opportunity and threats to company's business, existing composition of the board of directors, diversity, skills, expertise of existing directors and, - background, skills, expertise, reputation and qualification possessed by persons being considered, specific requirements under Companies Act. 2013, standard listing agreement and any other laws as to composition of the Board.

- While identifying persons who may be appointed as independent directors, the Committee shall review their qualifications and suitability to ensure that such candidates will be able to function as directors 'Independently' and avoid any conflict of interest, obligations, pressure from other Board members, KMPs, senior management and other persons associated with the Company.

Remuneration of directors. Key Managerial Personnel. Senior Management Personnel:

- The remuneration to executive directors, Key Managerial Personnel and Senior Management Personnel at the time of appointment shall be mutually agreed. The Committee shall consider lop industry indicators, requirements of role, qualification and experience of candidate, expected contribution of executive to the profitability challenges specific to the Company and such other matters as the Committee may deem fit. The remuneration must motivate individuals to achieve benchmarks which must be aligned to the vision of the Company. It may contain fixed pay. The management shall periodically find out the remuneration scale prevalent in the industry / peer group to the extent possible to find out if there is a need for revision in remuneration for retaining the talent.

- The Non-Executive directors shall not be eligible for any remuneration / commission, unless specifically approved by the Board of Directors on recommendation of the NRC and by the shareholders.

- The Non- Executive Directors including independent directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof.

- The Non-Executive Directors may be paid commission after complying with required provisions of the Companies Act, 2013.Besides, the Committee shall take into consideration performance, of the concerned executive as well as the Company, to the growth of business, profitability, company potentiality and critical role played / initiatives taken while considering pay hike / increment to the concerned executives

Significant and material orders passed by the regulators or court:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations

Internal Audit

The Company has a well established system of Internal Audit which carries out audit on Risk Management framework covering all the functions.

Dividend:

In view of the need for strengthening the financial base of the Company, your Directors have decided not to declare the dividend for the year 2014-2015.

Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report. '

Whistle Blower Policy vigil Mechanism

The Company has a Whistle Blower Policy which enables its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy and provides safeguards against victimisation of director(s)/employee(s), who avail of the mechanism. The Policy has been appropriately communicated to the employees within the organization

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, the disclosure in' Form AOC-2' is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on an annual basis.

Particulars of Loans. Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements annexed to this Report.

Risk Management Policy

Information on the development and implementation of a risk management policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the report on Management Discussion and Analysis.

Corporate Social Responsibility

The provisions relating to Corporate Social Responsibility do not apply to the Company.

Formal Annual Evaluation of the performance of the Board, its Committees and the Directors Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has earned out performance evaluation taking into consideration of various aspects of the Board's functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was earned out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

Directors and Key Managerial Personnel

The Total number of Directors of the Company as on 31st March, 2015 was 4. Out of which 2 are Independent Directors and 2 are Promoter Group Directors. The Board of Directors upon the recommendation of Nomination and Remuneration Committee appointed Mr.Vikas Partani as the Whole Time Director and Chief Financial Officer .subject to the approval of members in the 30th Annual General Meeting. '

Directors Retiring by Rotation

In accordance with Section 152 of the Companies Act. 2013 and the Articles of Association of the Company, Mr.Suresh Partani who is liable to retire by rotation has offered himself for re- appointment as Director of the Company. The Company has received a Notice in writing from a member proposing his candidature as the Director of the Company.

Declaration by Independent Directors "

All the independent directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013. stating that they meet the criteria of independence as provided in sub-section (6) and Clause 49 of the Listing Agreement

Particulars of employees

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Particulars of remuneration

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act. 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year - Not applicable as there is no executive director on the board of the Company.

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year - None of the Directors are drawing remuneration .Hence the same is not comparable.

(iii) The percentage increase in the median remuneration of employees in the financial year - There has been no increase in the remuneration

(iv) The number of permanent employees on the rolls of company - 4

(v) The explanation on the relationship between average increase in remuneration and company performance;- There was no increase in the average remuneration . Hence not applicable

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company -Not Applicable

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year; and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

The Company received the Listing Approval from Bombay Stock Exchange on 13th October, 2015. Hence the figures of 31st March, 2015 are entered:

Particulars Unit As at 31.03.2015

1. Closing rate of share at BSE Rs. 147.20

EPS Rs. 0.11

No of Shares* 12310200

Market Capitalization Rs/ Lacs 18120.61

2. Price Earnings ratio Ratio 1338.18

3. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer - 47.20% '

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average increase in salaries of employees other than managerial personnel in 2014-15 was Nil Percentage increase in the managerial remuneration for the year - Not Applicable.

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company - Not Applicable.

(ix) The key parameters for any variable component of remuneration availed by the directors - No. °

(x) The ratio of the remuneration of the highest paid director lo that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year -Not Applicable.

(xi) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.

Industrial Relation:

Industrial relations remand cordial throughout the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

Director's responsibility statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of the loss of the Company for the year ended on that date

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

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2014 on a 'going concern' basis.

(v) That proper internal financial controls were if place and that the financial controls were adequate and were operating effectively

(vi) That systems to ensure compliance with the provision of all applicable laws were in place and were adequate and operating effectively.

Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the co-operation and 1 assistance by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the board

M/s. Partani Appliances Limited

Sd/- Sd/-

Place: Secunderabad Vikas Partani Suresh Partani

Date : 08-09-2015 Whole Time Director & CFO Director


Mar 31, 2013

Dear Members,

The Directors present here with the Nineteenth Annual Report and accounts of the Company for the year ended 31st March, 2013 together with the Auditors Report thereon.

FINANCIAL RESULTS:

(Rupees in Lacs)

31.03.2013 31.03,2012

Profit before Interest & Depreciation 3.10 0.60

Less: Interest

Profit before Depreciation 3.10 0.60

Less: Depreciation - -

Profit after Depreciation 3.10 0.60

Less: Income Tax & FBT 0.96 for the Current Year 0.18

Profit after Tax 2.14 0.42

Balance of profit brought -162.85 -163.26 forward from previous period

Amount available for appropriation -160.70 -162.85

Balance carried Over -160.70 -162.85

Reasons for variations in achievement during the year vis-a-vis the projection have been discussed under the head "Operations".

OPERATIONS:

Your directors wish to inform the share holders that the Company's sales have decreased from Rs.691 Lakhs to Rs 255 lakhs for the year ended 31st March 2012 due to adverse market conditions and slack in demand. The board of directors reviewed the operations of the company and decided to write-off the sundry debtors which were considered as non realizable and treated as bad debts amounting to Rs and also took decision to write down the obsolete goods in the closing stock amounting to Rs as these goods were. returned for replacement by the agents/customers, which were not fit for repair for replacement /resale as the conditions of the goods are not fit for reuse. Due to these write offs, the PAT was drastically decreased and reported a loss of Rs.277.04 lakhs during the period under review. With this the total loss was stood at Rs 334.50 lakhs including the brought forward loss as on 31st March 2012.

FUTURE OUTLOOK:

Your directors have initiated several measures by strengthening the marketing force to increase the sales revenue for several new models of Voltage Stabilizers which have been added to the existing range. These new models have been very well received in market. Your Board has planned to import and launch Domestic Appliances and health products to increase the market share.

DIVIDEND:

In view of the carried forward losses your Directors are unable to recommend dividend for the year under review.

DIRECTORS:

Mr. D K Jain, Director retire by rotation at the ensuring Annual General meeting and being eligible offers himself for reappointment as Director. Your Director recommends his re-appointment as director liable to retire by rotation.

Mr. Alvares Denis Aloysius, Director retire by rotation at the ensuring Annual General meeting and being eligible offers herself for reappointment as Director. Your Director recommended her re-appointment as director liable to retire by rotation.

AUDITORS:

M/s. T.P.Rao &Co., Chartered Accountants, retires at the conclusion of this Annual General Meeting, and is eligible for reappointment.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing salaries equal or more than the limits laid under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DEPOSITS:

The Company has not accepted any deposits from the public "within the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1) (c) of the Companies Act, 1956, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are given in the Annexure-1 forming part of this report.

CORPORATE GOVERANCE:

Pursuant to clause 49 to listing Agreement with the stock exchange separate section titled Corporate Governance' has been attached to this annual report. A Certificate from the auditors of the company regarding compliance of the conditions, of corporate Governance stipulated in the listing agreement with stock exchanges are annexed to and from part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2013 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 were reasonable and prudent, so as to give us true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the Directors had 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.

(iv) That the Directors had prepared the accounts for the financial year ended March 31,2013 on a 'going concern' basis.

INDUSTRIAL RELATION:

industrial relations remand cordial through out the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the co-operation and assistance by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board of Directors

Date: 17.06.2013 (Ram Chandra Partani) (Vikas Partani)

Place: Hyderabad Director Director


Mar 31, 2012

To the Members :

The Directors present here with the Twenty Seventh Annual Report and accounts of the Company for the year ended 31st March, 2012 together with the Auditors'' Report thereon.

FINANCIAL RESULTS : (Rupees in Lacs) 31-03-12 31-03-11

Profit before Interest & Depreciation 0.60 0.19

Less : Interest - -

Profit before Depreciation 0.60 0.19

Less: Depreciation - -

Profit after Depreciation 0.60 0.19

Less : Income Tax & FBT for the Current year 0.18 0.06

Profit After Tax 0.42 0.13

Balance of Profit brought forward from previous period -163.26 -163.39

Amount available for appropriation -162.85 -163.26

Balance Carried Over -162.85 -163.26

Reasons for variations in achievement during the year vis-a-vis the projection have been discussed under the head "Operations".

OPERATIONS:

Your directors wish to inform the share holders that the Company''s sales have decreased from Rs.691 Lakhs to Rs 255 lakhs for the year ended 31st March 2012 due to adverse market conditions and slack demand. The board of directors reviewed the operations of the company and decided to write-off the sundry debtors which were considered as non realizable and treated as bad debts amounting to Rs. and also took decision to write down the obsolete goods in the closing stock amounting to Rs as these goods were returned for replacement by the agents/ customers, which were found not fit for repair for replacement /resale as the conditions of the goods are not fit for reuse. Due to these write offs, the PAT was drastically decreased and reported a loss of Rs.277.04 lakhs during the period under review. With this the total loss was stood at Rs 334.50 lakhs including the brought forward loss as on 31st March 2012.

FUTURE OUTLOOK:

Your directors have initiated several measures by strengthening the marketing force to increase the sales revenue for several new models of Voltage Stabilizers which have been added to the existing range. These new models have been very well received in market. Your Board has planned to import and launch Domestic Appliances and health products to increase the market share.

DIVIDEND:

In view of the carried forward losses your Directors are unable to recommend dividend for the year under review.

Register Office Address:

During the year company has changed Register Office address from 702E, Al-Karim Trade Centre, Ranigunj, Secunderabad-500003 to 11-23, Survey

No. 49-51, Narapally Village, Ghatkesar Mandal, R.R.Dist., Hyderabad- 501 301. AP on board meeting held on 17th March 2012.

Name Change:

During the year company has changed his name form Pushkar Appliance to Partani Appliances limited on EGM held on 25-01-2012.

DIRECTORS :

Mr. D K Jain, Director retire by rotation at the ensuring Annual General meeting and being eligible offers himself for reappointment as Director. Your Director recommend his re-appointment as director liable to retire by rotation.

Ms. N. Maribelle Alvares, Director retire by rotation at the ensuring Annual General meeting and being eligible offers herself for reappointment as Director. Your Director recommended her re-appointment as director liable to retire by rotation.

AUDITORS:

M/s. T.P.Rao &Co., Chartered Accountants, retires at the conclusion of this Annual General Meeting, and is eligible for reappointment.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing salaries equal or more than the limits laid under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are given in the Annexure- 1 forming part of this report.

CORPORATE GOVERANCE:

Pursuant to clause 49 to listing Agreement with the stock exchange separate section titled Corporate Governance'' has been attached to this annual report. A Certificate from the auditors of the company regarding compliance of the conditions of corporate Governance stipulated in the listing agreement with stock exchanges are annexed to and from part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2012 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 were reasonable and prudent, so as to give us true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the Directors had 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.

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2012 on a ''going concern'' basis.

INDUSTRIAL RELATION:

Industrial relations remand cordial through out the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the co-operation and assistance by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board of Directors

Sd/- Sd/- Ram Chandra Partani Vikas Partani Managing Director Director

Place : Hyderabad Date : 01-09-2012

 
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