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Directors Report of Pratik Panels Ltd.

Mar 31, 2014

Dear members,

The Directors hereby present their Twenty Fifth Annual Report and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rupees in Lakhs) Year ended Year ended 31-03-2014 31-03-2013

Sales and Other Income 29.73 431.24 Profit/(Loss) before Interest and (3.90) (116.99) Depreciation Less: Interest 0.85 28.49 Less: Depreciation 0.00 3.82 Profit/(Loss) before Tax (4.75) (149.30) Provision for Taxation 0.00 0.00 Profit/(Loss) After Tax (4.75) (149.30) Balance Brought Forward (336.82) (187.52) Balance carried over (341.57) (336.82)

OPERATIONS:

As intimated last year, the Company stopped all its activities at its plant and was successful in disposing off substantial stocks which enabled repayment of loans obtained from Central Bank of India. During the year too, a major part of the loans have been repaid. The Company is now in the process of exploring new avenues to revive its activities. Your Directors are confident of finding better avenues for the growth and profitability of the Company in the near future.

DIVIDEND:

In view of the losses sustained by the Company, your Directors do not recommend any dividend for the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, Mr. Uttam B. Jain, Director of the Company retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. A brief profile of the Director is given in the explanatory statement to the notice of the ensuing AGM.

As of the date of this Report, Mr. Jayesh Shah and Mr. Giriraj Kumar Dammani are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of sections 149 and 152 of the Companies Act, 2013, it is proposed that these Directors be appointed as Independent Directors, to hold office for, for a term up to 31st March, 2019.

The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 1975 as amended is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information under Section 217( I )(e) read with the Companies (Disclosure of particulars in report of the Board of Directors) Rule, 1988 are given in Annexure A to this Report.

AUDITORS:

The Auditors of the Company, M/s. Sadani & Singhi, Chartered Accountants, having their office at Shridevi Shukla Apartment, Below State Bank of India, Kamptee Line, Rajnandgaon (C.G.) bearing registration No.004415C hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Your Directors recommend their re-appointment.

AUDITORS'' REPORT:

With regard to the remark of the Auditors concerning non-payment of outstanding statutory liabilities with respect to Provident Fund, ESIC, Sales-Tax etc., the Directors have to state that same could not be paid in time due to paucity of funds. However, the Company has now paid all the outstanding statutory liabilities except VAT and is making the necessary arrangements to clear this liability as well.

With regard to the remark of the Auditors concerning default in repayment of dues to the Bank, the Directors have to state that all the liabilities have been paid by the Company in the month of April, 2014.

SECRETARIAL COMPLIANCE CERTIFICATE:

The Compliance Certificate received in accordance with the provisions of section 383A(1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached to the Directors'' Report as Annexure B.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared in compliance with the provisions stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given in Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange is provided in Annexure D and forms a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that judgments and estimates made 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, 2014 and of its losses for the year ended on that date;

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

(d) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and co-operation received from the Central Bank of India, the Central and State Government departments, customers and suppliers. We also convey our heartfelt thanks to the Shareholders for their unfailing trust, confidence and encouragement. The Directors place on record their appreciation of the contribution made by the employees and the management.

FOR AND ON BEHALF OF THE BOARD,

Place: Mumbai (GUNWANTRAJ M. SINGHVI) Date: 11th August, 2014 Managing Director DIN: 00218731


Mar 31, 2011

The Members,

The Directors hereby present their Twenty Second Annual Report and the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS: (Rupees in Lakhs)

Year ended Year ended 31-03-2011 31-03-2010

Sales and Other Income 251.41 215.39

Profit/(Loss) before Interest and Depreciation 11.88 19 10

Less: Interest 34.09 43.30

Less: Depreciation 8.77 8.78

ProfitV(Loss) before Tax (31.79) (32.98)

Provision for Taxation 0.00 0.26

Profit/(Loss) After Tax (31.79) (33 24)

Balance Brought Forward (135.75) (102.51)

Balance carried over (167.54) (135.75)

OPERATIONS:

The Company has some setback due to continued slack in Exports due to slack in USA & European market but the company has done goods progress in domestic market. The Company has put up two CNC machines and one Laser machine to enhance scope both in Domestic & Export market.

DIVIDEND:

In view of the losses sustained by the Company, your Directors have not recommended any dividend for the year under review.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.

INDUSTRIAL RELATIONS:

The Company has been continuously attempting to improve employee skills and productivity. Industrial relations generally remained cordial and satisfactory.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 1975 as amended is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information under Section 217(1)(e) read with the Companies (Disclosure of particulars in report of the Board of Directors) Rule, 1988 are given in Annexure A to this Report.

AUDITORS

Auditors, M/s. Sadani & Singhi, Chartered Accountants, retire and offer themselves for re-appointment.

AUDITORS' REPORT:

The observation made by the Auditors of the Company in their report read with the notes on Accounts, are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance Certificate received in accordance with the provisions of section 383A (1) of the Act read with the Companies (Compliance Certificate) Rules 2001 being attached to the Directors Report as Annexure B.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared on compliance with the provisions stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges is given in Annexure C to this Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is provided in Annexure D and forms a part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2011 and of its losses for the year ended on that date;

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

(d) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and co-operation received from Central Bank of India, the Central and State Government departments, customers and suppliers. We also convey our heartfelt thanks to the Shareholders for their unfailing trust, confidence and encouragement. The Directors place on record their appreciation of the contribution made by the employees and the management.

FOR AND ON BEHALF OF THE BOARD,

GUNWANTRAJ M. SINGHVI Place: MUMBAI MANAGING DIRECTOR Dated: 26th April, 2011.


Mar 31, 2010

The Directors hereby present their Twenty First Annual Report and the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Year ended Year ended 31-03-2010 31-03-2009

Sales and Other Income 215.39 375.02

Profit/(Loss) before Interest and Depreciation 19.10 (3.30)

Less: Interest 43.30 62.98

Less: Depreciation 8.78 7.58

Profit/(Loss) before Tax (32.98) (73.86)

Provision for Taxation 0.26 0.28

Profit/(Loss) After Tax (33.24) (74.14)

Balance Brought Forward (102.51) (28.37)

Balance carried over (135.75) (102.51)



OPERATIONS

Recessionary trend is world economy has effected companys export drive very hard and the company is trying very hard to keep financial from going down words.

DIVIDEND :

In view of the losses sustained by the Company, your Directors have not recommended any dividend for the year under review.

FIXED DEPOSITS :

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act. 1956.

INDUSTRIAL RELATIONS :

The Company has been continuously attempting to improve employee skills and productivity, industrial relations generally remained cordial and satisfactory.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 1975 as amended is not applicable as none of the employees is entitled to a remuneration of Rs. 24 lacs or more per year or Rs. 2 lacs or more per month.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information under Section 217(1)(e) read with the Companies (Disclosure of particulars in report of the Board of Directors) Rule. 1988 are given in Annexure A to this Recall.

AUDITORS:

Auditors, M/s. Sadani & Singni, Chartered Accountants, retire and offer themselves for re-appointment.

AUDITORS REPORT:

The observation made by the Auditors of the Company in their report read with the notes on Accounts, are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE :

The Compliance Certificate received in accordance with the provisions of section 383A(1) of the Act read with the Companies (Compliance Certificate) Rules 2001 being attached to the Directors Report as Annexure B. The said Compliance Certificate is self explanatory and needs no comments.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared on compliance with the provisions stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges is given in Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is provided in Annexure D and forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that judgments and estimates made 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, 2010 and of its profit for the year ended on that date;

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

(d) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and co-operation received from Central Bank of India, the Central and State Government departments, customers and suppliers. We also convey our heartfelt thanks to the Shareholders for their unfailing trust, confidence and encouragement. The Directors place on record their appreciation of the contribution made by the employees and the management.

Place: Raipur FOR AND ON BEHALF OF THE BOARD,

Dated: 31stMay, 2010

JASWANTRAJ M. SINGHVI

EXECUTIVE DIRECTOR



 
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