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Directors Report of Permanent Magnets Ltd.

Mar 31, 2015

To ,

The Members,

PERMANENT MAGNETS LIMITED.

The Directors have pleasure in presenting the 54th Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

(Rs.In Lacs)

Particulars 31/03/2015 31/03/2014

Sales 5869.19 5453.66

Other Income 40.35 74.06

PBIDT & Extra Ordinary Items 488.11 337.70

Interest 326.03 326.19

Depreciation 111.05 82.56

Profit before Extra Ordinary Items & tax 51.03 -71.05

Extra Ordinary Items - -

Profit before Tax 51.03 -71.05

Tax /Deferred Tax 9.44 -

Profit/(Loss) for the year 41.59 -71.05

1. YEAR IN RETROSPECT.

The Sales for the financial year under review increased by appx. 7.60 % as compared to previous year. Profitability was also improved due to foreign exchange gain and operational efficiency during the year.

2. DIVIDEND:

Due to the paucity of net profit and to conserve resources for growth, the Board has considered it prudent not to declare any dividend.

3. WORKING FOR 2015-16:

The sales during April-July 2015 has been Rs. 21.83 Crores. The corresponding sales for the corresponding period of 2014-15 was Rs. 13.03 Crores. Sales is increased due to increase in sales of copper shunt and other developed products.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public during the year pursuant to the provisions of section 58A of the Companies Act, 1956.

5. LISTING:

The shares of the Company are listed on "Bombay Stock Exchange Limited" at Mumbai. The Company has paid the applicable listing Fees to the Stock Exchange, Mumbai till date.

6. DIRECTORS:

At the 53rd Annual General Meeting of the company , the Company had pursuant to the provisions of Clause 49 of the Listing Agreement entered in to with stock exchanges, appointed Shri Arun Binani and Shri Rajeev Mundra as Independent Directors of the company for 5 consecutive years.. The Company has received declarations from the said Independent Directors of the company that they meet the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49.At Board Meeting held on 27th March, 2015, the Board appointed Ms Sunaina Taparia as non executive director, liable to retire by rotation as additional director.

In accordance with the provisions of Companies Act, 2013 Shri Mukul Taparia ,non executive director retires by rotation and being eligible offers himself for reappointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

8. CORPORATE GOVERNANCE:

In terms of SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dtd 15th September, 2014, compliance with the provisions of Clause 49 shall not be mandatory, for the time being, in respect of the companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year. Accordingly, our company is fitting in to these criteria and we are not required to give corporate governance report detailing compliance on corporate governance.

9. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of section 129(3) of the Companies Act, 2013 is not applicable.

10. AUDITORS:

10.1 STATUTORY AUDITORS

M/s. Jayesh Sanghrajka & Co.LLP, Chartered Accountants, Mumbai, have been appointed as statutory auditors of the company at the last Annual General Meeting held on 22.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

10.2 SECRETARIAL AUDITORS

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 Arun Dash & Associates (CP No.:9309),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure B'.

10.3 INTERNAL AUDITORS

M/S G S Nayak & Co, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

11. EXPLANATION ON AUDITOR'S COMMENT

The Board have to state as under with reference to the Auditor's certain remarks as contained in the annexure to the Auditor's Report:

a) With reference to para 7(a) and para 7(b) of the Annexure to the Auditor's Report the item relates to a company that has merged in the company. The matter is being looked into and shall soon be appropriately dealt with.

b) With reference to para 9 of the Annexure to the Auditor's Report, the Central Excise Loan has remained unpaid as the matter is pending for the cause of implementing agency claiming compound interest on an interest free excise loan under a scheme of incentives. Matter with relevant agencies will be sorted out in due course of time. No material liability is expected in this regard. Please also refer to paragraph No. 27(f) in Accounts. As regard, the minor delay in repayment of instalments of term loan from bank was due to temporary cash flow gap, which has soon corrected.

12. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis are annexed and forms an integral part of this report.

13. PARTICULARS OF EMPLOYEES:

There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules , 2014, as amended.

14. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

Honourable Bombay High Court has given interim stay order till 14th September, 2015, against the winding up order passed against the Company dated 15/04/2015. This was a lawsuit fled by a Freight Forwarder of the company who was deficient in services to the company. Company has deposited Rs. 19,05,179/- Lac with interest as per direction of Honourable Bombay High Court.

15. TECHNOLOGY DEVELOPMENT AND ABSORPTION:

The R & D activity in the Company is mainly carried out by the key line manufacturing and technical personnel in alliance with the key technical sales personnel and outsourced consultants. Annexure A attached hereto provides the information required to be disclosed on the efforts made on Technology Development and Absorption as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

16. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company.

17. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of standards of professionalism, honesty, integrity and ethical behaviour, the company has adopted vigil mechanism policy. This policy is posted on the website of company.

18. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013

19. FOREIGN EXCHANGE EARNING AND OUTGO:

Please refer to paragraph No. 12 b) of accounts for the foreign exchange outgo and earnings of the Company.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no transactions for loans made, guarantees given or securities provided during the year pursuant to Section 186(4) of the Companies Act, 2013.

21. BOARD AND OTHER COMMITTEES

During the year five Board Meetings and four Audit Committee Meetings were held. The details of the constitution and meetings of the Board and the Committees held during the year are given below.

Board of Directors Composition:

During the period under review, the Board of Directors comprises of four directors of which two are Independent directors . The Chairman is Independent and Non Executive Director. Mr. Mukul J. Taparia is appointed as additional Director of the company w.e.f. 12th August, 2014 as Non Executive Director of the company. The composition is as under:

Name of the Director Category *Member of the No. of other Committee Board of Other Memberships held# Companies As Chairman As Member

Mr. Arun Binani Chairman, Independent and Non Executive 3 - - Director

Mr. Sharad Taparia Managing Director - - -

Mr. Rajeev Mundra Independent and Non Executive Director 2 - 1

Mr. Mukul J. Taparia Non Executive Director 1 - -

*The above excludes Foreign Companies, Private Companies and alternate Directorships

# Only Audit Committee, Remuneration Committee and Shareholders Grievance Committee are reckoned for the purpose.

-Attendance at Board Meetings and last Annual General Meeting.

Details of Board Meetings held during the year 2014-2015

Date of Meetings Arun Binani Sharad Taparia Rajeev Mundra Mukul Taparia Board Meetings

29-05-2014 - - - -

12-08-2014 - - - -

07-11-2014 - - - -

12-02-2015 - - - -

27-03-2015 - - - -

22-09-2014 - - - - (Last AGM)

The time gap between any two meetings did not exceed four months.

AUDIT COMMITTEE

Constitution

During the year under review, the committee consisted of four directors viz. Mr. Rajeev Mundra, Chairman, Mr. Arun Binani , Mr. Mukul Taparia and Shri Sharad Taparia.

Composition, names of members and chairman

Members Category

Sr. No.

1. Mr. Rajeev Mundra , Chairman Independent Non Executive Director

2. Mr. Sharad Taparia, Member Managing Director

3. Mr. Arun Binani, Member Independent Non Executive Director

4. Mr. Mukul Taparia Non Executive Director

Bhavana Shah, Company Secretary acts as the Secretary of the Committee

Audit Committee Meetings during the year and attendance -

Date of the Meeting Attendance of Directors for Meetings held during the year 2014-2015

Mr. Rajeev Mundra Mr. Sharad Taparia Mr. Arun Binani Mukul Taparia

29-05-2014 - - - -

12-08-2014 - - - -

07-11-2014 - - - -

12-02-2015 - - - -

The Audit Committee is to oversee the Company's financial reporting process and disclosure of its financial Information to recommend the appointment of Statutory Auditors and fixation of their fees, to review and discuss with the Management & the Auditors about internal control systems, the scope of Audit including the observations of the Auditors, adequacy of the internal audit system, changes in accounting policies & practices and major accounting entries involving estimates, compliances with accounting standards and Listing Agreement entered into with the Stock Exchanges and other legal requirements concerning financial statements and related party transactions, if any, to review the Company's Financial and Risk Management Policies and discuss with the Internal Auditors any significant findings for follow-up thereon, to review the Quarterly, Half yearly and Annual Financial Statements before they are submitted to the Board of Directors.

The Audit Committee has established a Vigil Mechanism and adopted a Revised Whistle-Blower Policy at its meeting held on May 29, 2014, which provides a formal mechanism for all Directors and employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The Company affirms that no director or employee of the Company has been denied access to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review, the committee consisted of three directors viz Mr. Rajeev Mundra, Chairman, Mr. Arun Binani , Mr. Mukul Taparia. During the year , the committee met twice, 12th August, 2015 and 12th February, 2015 and both meetings were attended by all members.

The Committee was mandated with the following terms of reference:

- Determination and approval of the remuneration, commission and special allowance, if any, payable to the Managing Director.

- Finalisation and approval of the annual increments, if any, to the Managing Director.

The remuneration policy of the company:

Shri Sharad Taparia is paid salary of Rs. 12,75000/- p.a... exclusive of perquisites as mentioned in the resolution passed at the general meeting of shareholders of the company approving his appointment as Managing Director and remuneration. No remuneration is payable to the non executive directors.

The company does not have any stock option scheme.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee comprises of two Independent Directors and one non executive director . The Stakeholder Relationship Committee of the Board is empowered to oversee the redressal of investors' complaints pertaining to share/debenture transfers, non-receipt of annual reports, interest/dividend payments, issue of duplicate certificates, transmission (with and without legal representation) of shares and other miscellaneous complaints. The composition of the Stakeholder Relationship Committee and attendance at its meeting is as follows:

Stakeholder Relationship Committee consists of Mr. Rajeev Mundra, Chairman of the Committee, Mukul Taparia and Mr. Arun Binani. The Company Secretary, Ms. Bhavana Shah, is the compliance officer for this purpose. The committee meeting was held on 7th November, 2014 and was attended by all three members,

During the year the Company received NIL complaints.

The Committee reviews the system of dealing with and responding to correspondence from all investors. Every complaint letter received from stock exchanges, SEBI, Dept. of Company Affairs etc. and the responses thereto are reviewed by this committee. The committee also reviews the feedback from the investors and approves initiatives for further improvements in investor servicing. The Committee also ensures the expeditious share transfers.

22. NONIMATION AND REMUNERATION COMMITTEE(NRC) / REMUNERATION POLICY

The Company has a policy in place for identification of Independence, Qualifications and positive attributes of Directors. The remuneration of the Directors is recommended by NRC to the Board for their approval.

23. ANTI SEXUAL HARASSMENT POLICY

The Company has in place a policy on Anti Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Work place (Prevention, Prohibition & Redressal) Act, 2013. There were no instances of Sexual Harassment that were reported during the period under review.

24. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form No. MGT 9 is appended as Annexure C.

25. APPRECIATION:

Your Directors wish to thank all the shareholders, bankers and clients for lending their support in various activities of the Company. Your Directors would like to place on record their appreciation to all the employees who have continued their support during the year.

FOR AND ON BEHALF OF THE BOARD,

Sd/- Sd/-

Sharad Taparia Arun Binani

Managing Director Independent Director

Date: 10th August,2015

Place: Mumbai.

Corporate Office:

B-3, MIDC Industrial Area,

Village Mira, Mira Road 401104

Dist. Thane.


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 53rd Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 31/03/2014 31/03/2013

Sales 5453.66 4851.07

Other Income 74.06 79.16

PBIDT & Extra Ordinary Items 337.70 394.58

Interest 326.19 349.53

Depreciation 82.56 85.36

Profit before Extra Ordinary Items & tax -71.05 -40.30

Extra Ordinary Items - 215.54

Profit before Tax -71.05 -255.85

Tax/Deferred Tax - -

Profit/(Loss) for the year -71.05 -255.85

1. YEAR IN RETROSPECT:

The Sales for the financial year under review increased by appx. 12% as compared to previous year. However Profitability was under pressure due to higher cost of materials, increase in other expenses etc. during the year.

2. DIVIDEND:

Due to the paucity of net profit and to conserve resources for growth, the Board has considered it prudent not to declare any dividend.

3. WORKING FOR 2014-15:

The sales during April-July 2014 has been 13.03 Crores. The corresponding sales for the corresponding period of 2013-14 was 15.01 Crores. Some customers have slowdown resulting in less sales.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public during the year pursuant to the provisions of section 58A of the Companies Act, 1956.

5. LISTING:

The shares of the Company are listed on "Bombay Stock Exchange Limited" at Mumbai. The Company has paid the applicable listing Fees to the Stock Exchange, Mumbai till date.

6. DIRECTORS:

The Company has ,pursuant to the provisions of Clause 49 of the Listing Agreement entered in to with stock exchanges, appointed Shri Arun Binani and Shri Rajeev Mundra as Independent Directors of the company. The Company has received declarations from the said Independent Directors of the company that they meet the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49.In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these directors are being appointed as Independent directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the company.

Shri Mukul J. Taparia was appointed as additional director of the company by the Board of Directors at their meeting held on 12th August, 2014. He holds office up to the date of the forth coming AGM. He has offered himself for appointment as Non Executive Director of the company.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms that:

a) In the preparation of the accounts, the applicable accounting standards have been followed.

b) 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 as at 31st March, 2012 and of the financial year and of the Profit or Loss of the Company for the year ended 31st March, 2012.

c) The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE:

The Corporate Governance Code as contained in the Listing Agreement with the Stock Exchange is applicable in the case of the Company. The Company has taken necessary steps for ensuring the compliance of the code. A separate section on Corporate Governance is annexed and forms an integral part of this Report.

9. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of section 212 of the Companies Act, 1956 is not applicable.

10. AUDITORS:

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Mumbai retire as Auditors at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. It is proposed to reappoint them as statutory auditors of the company for three years to hold office from the conclusion of this AGM till the conclusion of fifty sixth AGM of the company, subject to ratification of their appointment at every AGM.

11. EXPLANATION ON AUDITOR''S COMMENT:

The Board have to state as under with reference to the Auditor''s certain remarks as contained in the annexure to the Auditor''s Report:

a) With reference to para 9(a) and para 9(b) of the Annexure to the Auditor''s Report the item relates to a company that has merged in the company. The matter is being looked into and shall soon be appropriately dealt with.

b) With reference to para 11 of the Annexure to the Auditor''s Report, the Central Excise Loan has remained unpaid as the matter is pending for the cause of implementing agency claiming compound interest on an interest free excise loan under a scheme of incentives. Matter with relevant agencies will be sorted out in due course of time. No material liability is expected in this regard. Please also refer to paragraph No. 27(f) in Accounts. As regard, the minor delay in repayment of instalments of term loan from bank was due to temporary cash flow gap, which has soon corrected.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis are annexed and forms an integral part of this report.

13. COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956, the Company has appointed M/S. Krishna S. & Associates,Cost Accountants as cost Auditor of the Company for audit of the Cost accounting reports for the financial year 2014-15.

The Board had on May 29, 2014 on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s Krishna S. & Associates, Cost Accountants to conduct the audit of the Cost records pertaining to relevant product groups maintained by the Company for the Financial Year ending March 31, 2015 and remuneration of Rs. 35000/- plus service tax, out-of-pocket, travelling and living expenses have been fixed for this purpose.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, ratification for the remuneration payable to the Cost Auditors for the Financial Year 2014-15 by way of an Ordinary Resolution is being sought from the members as set out at Item No.8 of the Notice.

14. PARTICULARS OF EMPLOYEES:

There are no employees covered by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

15. TECHNOLOGY DEVELOPMENT AND ABSORPTION:

The R & D activity in the Company is mainly carried out by the key line manufacturing and technical personnel in alliance with the key technical sales personnel and outsourced consultants. Annexure A attached hereto provides the information required to be disclosed on the efforts made on Technology Development and Absorption as per Form B of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 read with section 217(1)(e).

16. FOREIGN EXCHANGE EARNING AND OUTGO:

Please refer to paragraph No. 12 b) of accounts for the foreign exchange outgo and earnings of the Company.

17. APPRECIATION:

Your Directors wish to thank all the shareholders, bankers and clients for lending their support in various activities of the Company. Your Directors would like to place on record their appreciation to all the employees who have continued their support during the year.

FOR AND ON BEHALF OF THE BOARD,

Sd/- Sharad Taparia Managing Director

Date: 12th August, 2014 Place: Mumbai.

Corporate Office: B-3, MIDC Industrial Area, Village Mira, Mira Road 401104 Dist. Thane.


Mar 31, 2013

To , The Members of PERMANENT MAGNETS LIMITED.

The Directors have pleasure in presenting the 52nd Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 31/03/2013 31/03/2012

Sales 4851.07 4684.13

Other Income 79.16 103.09

PBIDT & Extra Ordinary Items 394.58 497.70

Interest 349.53 574.95

Depreciation 85.36 84.37

Profit before Extra Ordinary Items & tax -40.31 -161.62

Extra Ordinary Items 215.55 ----

Profit before Tax -255.86 -161.62

Tax /Deferred Tax - -64.34

Profit/(Loss) for the year -255.86 -225.96



1. YEAR IN RETROSPECT

The Sales for the financial year under review increased by appx.3.5% as compared to previous year. However Profitability was under pressure due to payment pursuant to voluntary retirement scheme of employees during the year.

2. DIVIDEND:

Due to the losses during the period under review, the Board has considered it prudent not to declare any dividend.

3. WORKING FOR 2013-14:

The sales during April-July 2013 have been 15.01 Crores. The corresponding sales for the corresponding period of 2012- 13 were 14.18 Crores. Company is continuing focus on developing new products, which has reflected in marginal increase in sales.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public during the year pursuant to the provisions of section 58A of the Companies Act, 1956.

5. LISTING:

The shares of the Company are listed on "Bombay Stock Exchange Limited" at Mumbai. The Company has paid the applicable listing Fees to the Stock Exchange, Mumbai till date.

6. DIRECTORS:

Mr. Rajeev Mundra, Director of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms that:

a) In the preparation of the accounts, the applicable accounting standards have been followed.

b) 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 as at 31st March, 2013 and of the financial year and of the Profit or Loss of the Company for the year ended 31st March, 2013.

c) The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE:

The Corporate Governance Code as contained in the Listing Agreement with the Stock Exchange is applicable in the case of the Company. The Company has taken necessary steps for ensuring the compliance of the code. A separate section on Corporate Governance is annexed and forms an integral part of this Report.

9. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of section 212 of the Companies Act, 1956 is not applicable.

10. AUDITORS:

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Mumbai retire as Auditors at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

11. EXPLANATION ON AUDITOR''S COMMENT

The Board have to state as under with reference to the Auditor''s certain remarks as contained in the annexure to the Auditor''s Report:

With reference to Para 11 of the Annexure to the Auditor''s Report, the Central Excise Loan has remained unpaid as the matter is pending for the cause of implementing agency claiming compound interest on an interest free excise loan under a scheme of incentives. Matter with relevant agencies will be sorted out in due course of time. No material liability is expected in this regard. Please also refer to paragraph No. 28(e) in Accounts. As regard, the minor delay in repayment of instalments of term loan from bank was due to temporary cash flow gap, which has soon been corrected.

12. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis are annexed and forms an integral part of this report.

13. PARTICULARS OF EMPLOYEES:

There are no employees covered by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

14. TECHNOLOGY DEVELOPMENT AND ABSORPTION:

The R & D activity in the Company is mainly carried out by the key line manufacturing and technical personnel in alliance with the key technical sales personnel and outsourced consultants. Annexure A attached hereto provides the information required to be disclosed on the efforts made on Technology Development and Absorption as per Form B of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 read with section 217(1)(e).

15. FOREIGN EXCHANGE EARNING AND OUTGO:

Please refer to paragraph No.36(d) of accounts for the foreign exchange outgo and earnings of the Company.

16. APPRECIATION:

Your Directors wish to thank all the shareholders, bankers and clients for lending their support in various activities of the Company. Your Directors would like to place on record their appreciation to all the employees who have continued their support during the year.

FOR AND ON BEHALF OF THE BOARD,



Sd/-

Date : 7th August,2013 Sharad Taparia

Place : Mumbai. Managing Director



Corporate Office:

B-3, MIDC Industrial Area,

Village Mira, Mira Road 401104

Dist. Thane.


Mar 31, 2012

To, The Members, of PERMANENT MAGNETS LIMITED.

The Directors have pleasure in presenting the 51st Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 31/03/2012 31/03/2011

Sale 4684.13 6207.81

Other Income 45.89 14.12

PBIDT & Extra Ordinary Items 420.71 411.48

Interest 497.95 300.83

Depreciation 84.37 88.45

Profit before Extra Ordinary Items & tax - 161.61 22.20

Extra Ordinary Items - 64.37 -

Profit before Tax - 161.61 22.20

Tax/Deferred Tax - (1.84)

Profit/(Loss) for the year - 225.96 24.04

1. YEAR IN RETROSPECT

The Sales for the financial year under review reduced by appx. 25% as compared to previous year. However Profitability was under pressure due to higher interest costs during the year.

2. DIVIDEND:

Due to the paucity of net profit and to conserve resources for growth, the Board has considered it prudent not to declare any dividend.

3. WORKING FOR 2012-13:

The sales during April-July 2012 has been 14.18 Crores. The corresponding sales for the corresponding period of 2011-12 was 14.45 Crores. Some customers have slowdown resulting in less sales. The company is focusing and development of new product to increase sales.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public during the year pursuant to the provisions of section 58A of the Companies Act, 1956.

5. LISTING:

The shares of the Company are listed on "Bombay Stock Exchange Limited" at Mumbai. The Company has paid the applicable listing Fees to the Stock Exchange, Mumbai till date.

6. DIRECTORS:

Mr. Arun Binani, Director of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms that:

a) In the preparation of the accounts, the applicable accounting standards have been followed.

b) 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 as at 31st March, 2012 and of the financial year and of the Profit or Loss of the Company for the year ended 31st March, 2012.

c) The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE:

The Corporate Governance Code as contained in the Listing Agreement with the Stock Exchange is applicable in the case of the Company. The Company has taken necessary steps for ensuring the compliance of the code. A separate section on Corporate Governance is annexed and forms an integral part of this Report.

9. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of section 212 of the Companies Act, 1956 is not applicable.

10. AUDITORS:

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Mumbai retire as Auditors at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

11. EXPLANATION ON AUDITOR'S COMMENT

The Board have to state as under with reference to the Auditor's certain remarks as contained in the Annexure to the Auditor's Report:

a) With reference to para 9(a) and para 9(b) of the Annexure to the Auditor's Report the item relates to a company that has merged in the company. The matter is being looked into and shall soon be appropriately dealt with.

b) With reference to para 11 of the Annexure to the Auditor's Report, the Central Excise Loan has remained unpaid as the matter is pending for the cause of implementing agency claiming compound interest on an interest free excise loan under a scheme of incentives. Matter with relevant agencies will be sorted out in due course of time. No material liability is expected in this regard. Please also refer to paragraph No. 27(f) in Accounts. As regard, the minor delay in repayment of installments of term loan from bank was due to temporary cash flow gap, which has soon corrected.

12. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis are annexed and forms an integral part of this report.

13. PARTICULARS OF EMPLOYEES:

There are no employees covered by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended. The Company has offered VRS for its permanent employees.

14. TECHNOLOGY DEVELOPMENT AND ABSORPTION:

The R&D activity in the Company is mainly carried out by the key line manufacturing and technical personnel in alliance with the key technical sales personnel and outsourced consultants. Annexure A attached hereto provides the information required to be disclosed on the efforts made on Technology Development and Absorption as per Form B of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 read with section 217(1)(e).

15. FOREIGN EXCHANGE EARNING AND OUTGO:

Please refer to paragraph No. 36(b) of accounts for the foreign exchange outgo and earnings of the Company.

16. APPRECIATION:

Your Directors wish to thank all the shareholders, bankers and clients for lending their support in various activities of the Company. Your Directors would like to place on record their appreciation to all the employees who have continued their support during the year.

FOR ANDON BEHALF OF THE BOARD,

Sd/- Sharad Taparia Managing Director

Date: 14th August, 2012 Place: Mumbai.

Corporate Office: B-3, MIDC Industrial Area, Village Mira, Mira Road 401104 Dist. Thane.


Mar 31, 2010

The Directors have pleasure in presenting the 49TH Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 31/03/2010 31/03/2009

Sales 4791.37 5963.49

Other Income 221.16 1173.15

PBIDT & Extra Ordinary Items 569.93 739.70

Interest 381.61 301.39

Depreciation 98.03 110.27

Profit before Extra Ordinary Items & tax 90.28 328.04

Extra Ordinary Items 66.92 94.58

Profit before Tax 23.36 233.46

Tax /Deferred Tax (2.51) 34.55

Profit/(Loss) for the year 25.88 198.91

1. YEAR IN RETROSPECT :

The Sales for the financial year under review have declined 20% as compared to previous year. The decline is due to postponement of orders by our customers mainly in export market. The global slowdown & recession has affected your Company badly. However sales picked up substantially during the current financial year

2. DIVIDEND:

To conserve resources for growth, the Board has considered it prudent not to declare any dividend.

3. WORKING FOR 2010-11:

The sales during April-June 2010 has been Rs. 1496 lakhs. The corresponding sales for the last year was Rs. 883 lakhs, showing significant increase of 69%. The trend is likely to continue during the entire year.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public during the year pursuant to the provisions of section 58A of the Companies Act, 1956.

5. LISTING:

The shares of the Company are listed on “Bombay Stock Exchange Limited” at Mumbai. The Company has paid the applicable listing fees to the stock exchange till date.

6. DIRECTORS:

Mr. Arun Binani, Director of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms that:

a) In the preparation of the accounts, the applicable accounting standards have been followed.

b) 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 as at 31st March, 2010 and of the Profit or Loss of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE:

The Corporate Governance Code as contained in the Listing Agreement with the Stock Exchange is applicable in the case of the Company. The Company has taken necessary steps for ensuring the compliance of the code. A separate section on Corporate Governance is annexed and forms an integral part of this Report.

9. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 212 of the Companies Act, 1956 is not applicable.

10. COMMITTEES:

The Company has already constituted the Audit committee, Shareholders Committee, and Remuneration Committee pursuant to clause 49 of the Listing Agreement.

11. AUDITORS:

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Mumbai retires as Auditor at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Auditors has also submitted Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi as required under Listing Agreement.

12. EXPLANATION ON AUDITORS COMMENT

The Board have to state as under with reference to the Auditors certain remarks as contained in the annexure to the Auditors Report:

(a) With reference to para 3(b) to 3(d) of the Annexure to the Auditors Report, a substantial part of the loans to entities covered under the register maintained pursuant to Section 301 did not involve any cash outgo from the Company and is purely of historical nature. No loan was granted during the year under report or arose during the year. The small accretion to the loan amount is only due to addition of interest charged on the opening balances of the loan which has been offered as income in the Companys tax returns. Further, one among the three parties has repaid their dues in full after the close of the financial year 2009-10. The Management is confident of receiving the entire amount in due course of time from the other two parties.

(b) With reference to para 9(a) to 9(c) of the Annexure to the Auditors Report, all the undisputed tax amounts shown therein have been either paid or have become subject matter of an appeal to the superior authorities after 31st March, 2010.

(c) With reference to para 11 of the Annexure to the Auditors Report, the Central Excise Loan has remained pending as the implementing agency has been claiming compound interest on what is supposed to be an interest free excise loan under a scheme of incentives. The Company will sort out the matter with relevant agencies in due course of time. No material liability is expected in this regard. Please also refer to point No. 2 (f) in Notes to Accounts.

13. INSIDER TRADING:

The Company has implemented a policy prohibiting Insider Trading in conformity with applicable regulations of the Securities Exchange Board of India ("SEBI"), which has been laid down for employees, connected persons and persons deemed to be connected for trading in the securities of the Company.

14. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis are annexed and forms an integral part of this report.

15. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure B attached hereto.

16. TECHNOLOGY DEVELOPMENT AND ABSORPTION:

The R & D activity in the Company is mainly carried out by the key line manufacturing and technical personnel in alliance with the key technical sales personnel and outsourced consultants. Annexure A attached hereto provides the information required to be disclosed on the efforts made on Technology Development and Absorption as per Form B of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 read with section 217(1)(e).

17. FOREIGN EXCHANGE EARNING AND OUTGO:

Please refer to Note No. 20(6)C and 20(6)D of Notes to accounts for the foreign exchange earnings and outgo of the Company.

18. APPRECIATION:

Your Directors wish to thank all the shareholders, bankers and clients for lending their support in various activities of the Company. Your Directors would like to place on record their appreciation to all the employees who have continued their support during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/- SHYAM SUNDER TAPARIA MANAGING DIRECTOR

Date: 12th August, 2010 Place: Mumbai.

Head Office: B-2/B-3, MIDC Industrial Area, Village Mira, Mira Road 401104 Dist. Thane.