Mar 31, 2018
To,
The Members,
PERMANENT MAGNETS LIMITED
The Directors have pleasure in presenting the 57th Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2018.
FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars |
31/03/2018 |
31/03/2017 |
Sales |
9276.60 |
7193.37 |
Other Income |
44.60 |
117.20 |
PBIDT & Extra Ordinary Items |
297.81 |
(159.69) |
Interest |
165.36 |
161.50 |
Depreciation |
127.62 |
140.04 |
Profit before Exceptional Items & tax |
590.79 |
141.85 |
Exceptional Items |
96.93 |
- |
Profit before Tax |
687.72 |
141.85 |
Current Tax |
140.22 |
23.29 |
Deferred Tax |
8.68 |
- |
Profit/(Loss) for the year |
538.82 |
118.56 |
Other Comprehensive Income |
2.50 |
0.09 |
Total Comprehensive Income for the period (XIII XIV) (Comprising Profit (Loss) and Other Comprehensive Income for the period) |
541.32 |
118.65 |
1. COMPANYâS PERFORMANCE:
The Sales for the financial year under review increased by appx. 29% as compared to previous year. Profitability also improved due to foreign exchange gain and operational efficiency during the year. The Companyâs total Revenue from operation stood at â 9276.60 lakhs and the revenue for previous year was â 7193.37 lakhs. The revenue from operation comprises of export Rs. 5668.67 lakhs. The Company earned Profit before Extra Ordinary Items & tax of Rs. 590.79 lakhs and profit after tax of Rs. 538.82 lakhs as compared to profit of Rs. 118.56 lakhs.
2. DIVIDEND :
In order to conserve the resources of the Company, the Board of Directors are not recommending any dividend for the Financial Year.
3. CHANGE IN THE NATURE OF THE BUSINESS:
There were no changes in the nature of business during the year under review as prescribed in Rule 8 of the Companies (Accounts) Rules, 2014.
4. TRANSFER TO RESERVE:
The Company has not transferred any amount to reserves in the current financial year.
5. DEPOSITS:
The company has not accepted any deposits from the public during the year pursuant to the provisions of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 or under Chapter V of the Companies Act, 2013 (the Act).
6. LISTING:
The shares of the Company are listed on âBSE Limitedâ at Mumbai. The Company has paid the applicable listing fees to the Stock Exchange till date.
7. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act confirming that they meet the criteria of Independence under section 149 (6) of the Act and Regulation 16 (1) (b) of SEBI LODR Regulations.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and Articles of Association of the Company, Smt. Sunaina Taparia, non-executive director retires by rotation and being eligible offers herself for reappointment.
The Board of Directors comprises of five directors of which two are Independent. Shri. Rajeev Mundra, Independent and Non Executive Director appointed as a Chairman of the Company.
Shri. Arun Binani, Independent Director of the Company has expressed his unwillingness to continue with the position and ceased to be associated with the Company w.e.f November 30, 2017. The Board places on record its sincere appreciation for the services rendered by Shri. Arun Binani during his tenure as an Independent Director of the Company.
On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on December 26, 2017 has appointed Shri. Kamal Binani as an Additional Director (Non-executive, Independent) of the Company, subject to approval of the members at this Annual General Meeting.
Shri. Sukhmal Jain, Senior Vice President Finance acts as the CFO and Smt. Rachana Rane act as a Company Secretary of the Company.
9. 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 Act :
a) that in the preparation of the annual financial statements for the year ended March 31, 2018, 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 judgments 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, 2018 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.
10. CORPORATE GOVERNANCE:
In terms of Regulation 27(2) read with Regulation 15(2) of Chapter IV of Listing Regulations, compliance with the provisions of clauses relating to corporate governance is not 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. As our Company fits in these criteria, it is not required to provide details on corporate governance.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Since the Company has no subsidiaries, Joint Ventures or associate companies provisions of section 129(3) of the Companies Act, 2013 is not applicable. As the Company do not have any subsidiaries, associates or joint venture companies as per the Companies Act, 2013, no report on the performance of such Companies is provided.
12. AUDITORS:
12.1 STATUTORY AUDITORS
M/s Ramanand & Associates, Chartered Accountants (Firm Registration No. 117776W) are the statutory auditors of the Company for the year ended March 31, 2018. Their appointment as the statutory auditors will be ratified at the ensuing Annual General Meeting pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules made thereunder.
There is no audit qualification, reservation or adverse remark for the year under review.
12.2 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 Board has appointed M/s. Arun Dash & Associates, a firm of Company Secretaries in Practice (C.P.No. 9309) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as âAnnexure-Bâ and forms an integral part of this Report.
The observations made in the Secretarial Audit Report are self-explanatory.
12.3 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.
13. EXPLANATION ON AUDITORâS COMMENT
The Board have to state as under with reference to the Auditorâs certain remarks as contained in the annexure to the Auditorâs Report:
a) With reference to para VII(a) of the Annexure - B to the Auditorâs Report the TDS i.e â 8.63 lakhs pertaining to late filing fees & interest which are lying with the Income Tax Authorities and With reference to para VII(c) the matter is being looked into and shall soon be appropriately dealt with.
b) With reference to para VIII of the Annexure - B to the Auditorâs Report, the Central Excise Loan interest 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. During the year Principal amount of central excise loan taken from ICICI Bank has been repaid in full.
14. MANAGEMENT DISCUSSION AND ANALYSIS.
The Management Discussion and Analysis are annexed and forms an integral part of this report.
15. 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. As per latest amendment, name of top ten employees in terms of remuneration drawn is 1. Girish Mahajan 2. P A Kamath 3. Sukhmal Jain 4. Hemant Kore 5. Allen Dâcunha 6. Sunil Verma 7. Raghav Garg 8. Deepali Rane 9. Priti Kulkarni 10. Dinesh Kadam
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in âAnnexure Dâ which is part of this report.
16. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
Honorable Bombay High Court has given interim stay order against the winding up order passed (against the Company) dated 15/04/2015. This was a lawsuit filed by a Freight Forwarder of the company who was deficient in services to the company. Company has deposited Rs. 19,05,179/- including interest as per direction of Honourable Bombay High Court. The Appeal shall be added to appropriate board for hearing. But the same is not yet listed on the Board of High Court.
17. CONSERVATION OF ENERGY, TECHNOLOGY DEVELOPMENT AND ABSORPTION:
The Conservation of Energy, 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. âAnnexure Aâ attached hereto provides the information required to be disclosed on the efforts made on Conservation of Energy, 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.
18. CORPORATE SOCIAL RESPONSIBILITY
As contemplated under section 135 of the Companies Act, 2013 and rules framed thereunder along with revised schedule VII of the Act, the Company being covered under the provision of the said section in FY 17-18 and has taken necessary initial steps in this regard. The CSR policy is posted on the Companyâs website - www.pmlindia.com.
A committee of the directors titled Corporate Social Responsibility (CSR) Committee has been formed by the directors consisting, Shri. Rajeev Mundra, as a Chairman, Shri. Sharad Taparia and Shri. Mukul Taparia as members.
19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Companyâs website - www.pmlindia.com.
20. RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on armsâ length basis.
During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material. Members may refer to Note 8 of Notes to Account of the standalone financial statement which sets out related party disclosures.
The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in âAnnexure Eâ in Form AOC-2 which is part of this report.
21. FOREIGN EXCHANGE EARNING AND OUTGO:
Please refer to paragraph No. 14 of Notes to accounts for the foreign exchange outgo and earnings of the Company which is required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
22. PARTICULARS OF LOANS GIVEN, GUARANTEES AND INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
The Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.
23. MEETINGS, COMPOSITION OF THE BOARD AND COMMITTEES:
The Board of Directors of the Company met five times during the year on 29th May, 2017; 14th August, 2017 ; 4th September, 2017; 30th November, 2017, 26th December, 2017 and 13th February, 2018.
Board of Directors Composition:
The composition is as under:
Name of the Director |
Category |
*Member of the Board of Other Companies |
No. of other Committee Memberships held # |
|
As Chairman |
As Member |
|||
Shri. Sharad Taparia |
Managing Director |
- |
- |
- |
Shri. Rajeev Mundra |
Independent and Non Executive Director |
2 |
- |
1 |
Shri. Kamal Binani |
Additional Director (Independent and Non Executive Director) |
4 |
- |
- |
Shri. Mukul Taparia |
Non Executive Director |
1 |
- |
- |
Smt. Sunaina Taparia |
Non Executive Director |
- |
- |
- |
*The above excludes Foreign Companies, Private Companies and alternate Directorships
# Only Audit Committee, Remuneration Committee and Shareholders Grievance Committee are reckoned for the purpose. The details of the meetings attended by the Board during the year are given below.
Date of Board Meetings |
Arun Binani |
Sharad Taparia |
Rajeev Mundra |
Kamal Binan |
Mukul Taparia |
Sunaina Taparia |
29th May, 2017 |
V |
V |
V |
NA |
- |
V |
14th August, 2017 |
V |
V |
V |
NA |
V |
- |
4th September, 2017 |
V |
V |
V |
NA |
V |
- |
30th November, 2017 |
V |
V |
V |
NA |
- |
V |
26th December, 2017 |
NA |
V |
V |
NA |
V |
V |
13th February, 2018 |
NA |
V |
V |
V |
V |
- |
The time gap between any two meetings did not exceed one hundred and twenty days.
AUDIT COMMITTEE
Audit Committee of the Board of Directors (âthe Audit Committeeâ) is entrusted with the responsibility to supervise the Companyâs internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations.
Constitution
During the year under review, the committee consisted of Three directors viz. Shri. Rajeev Mundra, Chairman, Shri. Kamal Binani and Shri. Sharad Taparia .
Composition, names of members and chairman
Sr. No. |
Members |
Category |
1. |
Shri. Rajeev Mundra , Chairman |
Independent Non Executive Director |
2. |
Shri. Sharad Taparia, Member |
Managing Director |
3. |
Shri. Kamal Binani, Member |
Additional Director (Independent Non Executive Director) |
* Smt. Rachana Rane, 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 2017-2018 |
|||
Shri. Rajeev Mundra |
Shri. Sharad Taparia |
Shri. Arun Binani |
Shri. Kamal Binani |
|
29th May, 2017 |
V |
V |
V |
NA |
14th August, 2017 |
V |
V |
V |
NA |
4th September, 2017 |
V |
V |
V |
NA |
30th November, 2017 |
V |
V |
V |
NA |
13th February, 2018 |
V |
V |
NA |
V |
The Audit Committee inter alia performs the functions of approving Annual Internal Audit Plan, review of financial reporting system, internal controls system, discussion on financial results, interaction with Statutory and Internal Auditors, one-on-one Meeting with Statutory and Internal Auditors, recommendation for the appointment of Statutory Auditors and their remuneration, recommendation for the appointment and remuneration of Internal Auditors, Review of Forex policy, Management Discussions and Analysis, Review of Internal Audit Reports and significant related party transactions.
The Board has framed the Audit Committee Charter for the purpose of effective compliance of provisions of section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.
The Audit Committee, while reviewing the Annual Financial Statements also reviews the applicability of various Indian Accounting Standards (IND-AS) referred to in Section 133 of the Companies Act, 2013. Compliance of the Accounting Standards as applicable to the Company has been ensured in the preparation of the Financial Statements for the year ended March 31, 2018.
The Audit Committee also oversees and reviews the functioning of a vigil mechanism (implemented in the Company as a Whistle Blower Policy) and reviews the findings of investigation into cases of material nature and the actions taken in respect thereof.
NOMINATION AND REMUNERATION COMMITTEE (NRC)
The Nomination And Remuneration Committee comprises of Three Directors. The Nomination And Remuneration Committee include Shri. Rajeev Mundra, Independent Director, Shri. Kamal Binani, Additional Director (Independent, Non-Executive) w.e.f 26th December, 2017 and Shri. Mukul Taparia, Non-Executive Director. The Composition of Nomination And Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.
During the year, the committee met once, 26th December, 2017 the meeting was attended by all members.
The Committee was mandated with the following terms of reference:
- Reviewing the overall compensation policy and other employment conditions of Managing Director(s) and Senior Management.
- To help in determining the appropriate size, diversity and composition of the Board;
- To recommend to the Board appointment/re-appointment and removal of Directors;
- To frame criteria for determining qualifications, positive attributes and independence of Directors;
After Resignation of Shri. Arun Binani, the Nomination And Remuneration Committee recommend to Shri. Kamal Binani in his place. The NRC policy is posted on the Companyâs website - www.pmlindia.com.
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 Stakeholders Relationship Committee comprises of three Directors. Shri. Rajeev Mundra, Independent Director is the Chairman of this Committee. Other members of Committee consist of Shri. Mukul Taparia, Non Executive Director and Shri. Kamal Binani, Additional Director (Independent, Non Executive).
Smt. Rachana Rane, is the compliance officer for this purpose.
The committee meeting was held on 13th February, 2018 and was attended by all three members.
The Committee looks into the matters of Shareholders/ Investors grievances along with approval of transfer of shares and issue of duplicate / split /consolidation /sub-division of share certificates.During the year the Company received NIL complaints. The Secretarial Department of the Company and the Registrar and Share Transfer Agent, Adroit Corporate Services Private Limited attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate
Affairs, Registrar of Companies, etc. The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meeting. 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.
24. 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. During the year under review, no complaints were reported to the Board.
25. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in the prescribed Form No. MGT 9 as referred to in section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as âAnnexure Câ.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
27. SHARE CAPITAL
The Paid-up Capital of the Company is â 8,59,84,530/- and Authorised Capital of the Company is Rs. 16,00,00,000/-.
28. COST RECORDS AND AUDIT
Under the Section 148 of the Act the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. Cost audit provisions are not applicable to the Company as of now.
29. EQUITY SHARES IN THE SUSPENSE ACCOUNT
In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of Listing Regulations, 2015 the Company reports the following details in respect of equity shares lying in the suspense account which were issued in dematerialised form pursuant to the public issue of the Company: NA
30. PERFORMANCE EVALUATION :
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation of its own performance, its Committees and Directors individually. Evaluation parameters of individual directors including the Chairman of the Board and Independent Directors were based on knowledge to perform the role, time and level of participation, performance of duties and level of oversight. The performance evaluation of the Chairman and Managing Director and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
31. 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.
Date: 13th August, 2018 FOR AND ON BEHALF OF THE BOARD,
Place: Mumbai.
Corporate Office: Sd/- Sd/-
B-3,MIDC Industrial Area,
Village Mira, Mira Road-401104 Sharad TaParia Mukul Taparia
Dist. Thane. Managing Director Director
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 ÃBombay Stock Exchange LimitedÃ
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.