Your Directors have pleasure in presenting the Thirty Four Annual Report on theBusiness and Operations of the Company and Financial Results for the year ended 31stMarch 2017.
|FINANCIAL RESULTS ||As at 31st March 2017 ||As at 31st March 2016 |
| ||Rupees ||Rupees |
|01 REVENUE FROM OPERATIONS || || |
|Net Revenue from Operations ||3349904 ||419986 |
|02 OTHER INCOME ||610820 ||5707896 |
|03 TOTAL REVENUE [ 1 + 2 ] ||3960724 ||6127882 |
|04 EXPENSES || || |
|Cost of Material Consumed ||5272869 ||1623085 |
|Changes in Inventories of Finished Goods WIP & Stock in Trade ||(1216621) ||158763 |
|Employee Benefit Expenses ||4614629 ||2686596 |
|Finance cost ||522814 ||24771 |
|Depreciation and Amortization Expenses ||6197832 ||251306 |
|Other Expenses ||7915594 ||3957583 |
|Total Expenses ||23307117 ||8677333 |
|05 PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] ||(19346393) ||(2549451) |
|06 EXCEPTIONAL ITEMS ||(23348) ||- |
|07 PROFIT / (LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] ||(19369741) ||(2549451) |
|08 EXTRAORDINARY ITEMS ||- ||- |
|09 PROFIT / (LOSS) BEFORE TAX [ 7 - 8 ] ||(19369741) ||(2549451) |
|10 TAX EXPENSES || || |
|1. Current Tax [MAT] ||- ||- |
|Less: MAT Credit entitlement ||- ||- |
|Net Current Tax ||- ||- |
|2. Deferred Tax: Asset/(Liability) || || |
|11 PROFIT / [ LOSS] FOR THE PERIOD FROM CONTINUING OPERATIONS [9-10] ||(19369741) ||(2549451) |
|12 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS ||- ||- |
|13 TAX EXPENSES OF DISCOUNTINUING OPERATIONS ||- ||- |
|14 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTER TAX] [12-13] ||- ||- |
|15 PROFIT / [LOSS] FOR THE PERIOD [11+14] ||(19369741) ||(2549451) |
|16 EARNING PER EQUITY SHARE (Basic and Diluted) ||(4.84) ||(0.64) |
Note: Figures in bracket indicate loss. Previous year's figures have been regrouped /reclassified wherever necessary.
Since the unabsorbed loss persists the Directors have not recommended any dividend forthe year.
RESERVE & SURPLUS
No amount is proposed to be transferred to the General Reserve.
Due to adverse market conditions in the industry there is a loss in the company.Depreciation is a contributor for the book loss and the Company does not have cash loss tothat extent. There has been underutilization leading to loss. However the Company hassettled and paid all FIIs and Banks.
FINANCE AND TAXATION:
The company does not have any financial limits with any Bank.
Income tax assessment for the assessment years 2016-17 is in progress.
During the year under review the Company has not accepted any Fixed Deposits from thePublic.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:
As required by the Companies (Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 the relevant data pertaining to Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings and outgo are given in the Annexure 2 formingpart of this Report.
INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Directors are pleased to record the appreciation and sense of commitment shown byour employees at all levels and acknowledges their contribution towards sustained progressof the Company. The relations between Management and Employees are good. Due to continuedlosses CSR activity could not be taken up this year also.
BOARD OF DIRECTORS' & KEY MANAGERIAL PERSONNEL
The Board consists of four directors of whom two are independent directors.
|Sl. No. ||Name of the Director ||Appointment/ Resignation Date ||Date of appointment |
|1. ||Gullu Gellaram Talreja ||Managing Director ||06-01-2015 |
|2. ||Abhishek Prakash Talreja ||Whole time Director ||06-01-2015 |
|3. ||Hari Naunmal Tarachandani ||Director (Independent) ||10-08-2015 |
|4. ||Sangeethalakshmi Bhat ||Director (Independent) ||10-08-2015 |
Notice of meeting has adequately covered re-appointment of Directors to be inconsonance with Companies Act 2013
As per the provisions of the Companies Act 2013 Mr. Abhishek Prakash Talreja retiresat the ensuing Annual General Meeting and being eligible seeks re-appointment. The Boardrecommends his re appointment.
Mr. Gullu Gellaram Talreja who was appointed as Managing Director of the company for aterm of Five years. A brief resume and other details of Mr. Abhishek Prakash Talreja asrequired under the Listing Regulations Companies Act 2013 and Secretarial Standard areprovided form part of Corporate Governance Report.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Listing agreement with the Bombay Stock Exchange Ltd Mumbai continues to be valid andthe Company has been regular in paying requisite fees. The Company's ISIN is: INE648E01010
CORPORATE GOVERNANCE REPORT:
In terms of Regulation 34 read with Schedule V of LODR with the Stock Exchanges. Aseparate section on Corporate Governance along with a certificate from M/s. B. N.Subramanya & Co. (Firm Registration No: 004142S) Chartered Accountants for thecompliance is Annexure 4 and forms part of this report.
Your Company has appointed Manjunatha Hegade has a Company Secretary and Complianceofficer keeping in view of the provisions contained in Companies Act 2013. The duties arepresently complied by him.
M/s. B. N. Subramanya & Co. (Firm Registration No: 004142S) Chartered Accountantshold office until the conclusion of the five year period. As required by the provisions ofthe Companies Act 2013 the auditors to be appointed by members at the AGM. Accordinglyrequisite resolution forms part of the notice convening the AGM. Certificate of theStatutory Auditors regarding COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE forms partof the Annual report.
SUBSIDIARY JOINTVENTURE AND ASSOCIATE COMPANY
There is no Subsidiary Joint Venture and Associate Company
PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:
The particulars are furnished in Annexure 3 and forms part of Directors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory cost and secretarial auditors andexternal agencies the reviews performed by Management and the relevant Board Committeesthe Board with the concurrence of the Audit Committee is of the opinion that theCompany's internal financial controls were adequate and effective as on 31 March 2017.
Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) that we have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual accounts have been prepared on a going concern basis;
e) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively; and
f) that proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively.
SECRETARIAL AUDITORS REMARKS
Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.
The Board of Directors appointed Vivek Bhat Practicing Company Secretary asSecretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2016-17and his report is annexed to this Board report. In connection with the auditorsobservation in the report;-
The Company has not given paper advertisement for financial disclosures.
Reply : Company in loss and not able to bear the advertisement expenses in relation topublishing in newspaper.
Book closure intimation has not given to the Stock Exchange for the AGM held on 29thSeptember 2016.
Reply: However inadvertently compliance not taken place properly due to not havingcompany secretary.
The company will take necessary action with the requirements.
Corporate Governance Report as on 31/12/2016 filed after due date i.e. 18/1/2017Penalty of Rs. 5000 has been paid to Exchange.
Reply: Corporate Governance Report filed within due date Due to technical problem.After knowing we filed corporate governance report along with fine.
However inadvertently compliance not taken place properly due to not having companysecretary. The company will take necessary action with the requirements.
The Board has also appointed Vivek Bhat as Secretarial Auditor to conduct SecretarialAudit of the Company for Financial Year 2017-18.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
There are no contract or arrangement made with related parties referred to in Section188 (1) of the Companies Act 2013 hence Form AOC -2 is not applicable.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from Independent Director under Section149 (7) of the Companies Act 2013 that he/she met the criteria of independence laid downin section 149 (6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligation and Disclosure requirements) Regulations 2015 (LODR).
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the board and separate its functions of governance andmanagement.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of directorsand other matters as required under Section 178 (3) of the Companies Act 2013 isavailable on the Company's website. There has been no change in the policy since the lastfiscal year. We affirm that remuneration paid to the directors is as per the terms laidout in the Nomination and Remuneration policy of the Company. Details of Policy ondirectors' appointment and remuneration form part of the Corporate Governance report.
INTERNAL FINANCIAL CONTROL
The Company has designed and implemented a process driven framework for InternalFinancial Controls ("IFC") within the meaning of the explanation to Section134(5)(e) of the Companies Act 2013. For the year ended March 31 2017 the Board is ofthe opinion that the Company has sound IFC commensurate with the nature and size of itsbusiness operations and operating effectively and no material weakness exists. The Companyhas a process in place to continuously monitor the same and identify gaps if any andimplement new and/or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.
RISK MANAGEMENT POLICY
Pursuant to Section 134 (n) of the Companies Act 2013 and Regulation 21 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a Risk Managementcommittee of the Board of directors of the Company has been constituted. The details ofthe committee and its terms of reference are set out in the corporate governance reportforming part of this report. While the Company has identified certain major risks andinitiated appropriate measures to mitigate the said risks a process to enhance the riskmanagement framework is underway.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as Annexure 1 to the Boards' Report.
NUMBER OF BOARD MEETINGS
The Board met four times during the Fiscal 2016-17. The details of which are given inthe Corporate Governance report that forms part of this Annual Report. The maximum gapbetween any two meetings did not exceed 120 days as prescribed by the Companies Act2013.
COMMITTEES OF THE BOARD
As on March 31 2017 the Board had three Committees: the Audit committee theNomination and Remuneration committee and the Stakeholders Relationship committee. Thedetailed note on composition of the Board and its committees excluding Corporate SocialResponsibility Committee is disclosed in the Report on Corporate Governance forming partof this report.
MANAGEMENT DISCUSSION & ANALYSIS
|A Industry structure and developments ||Electronic Metallized Polypropylene and Polyester film industry is well organized in India. Your Company is one of the five major players in the Country. The market domestically has been growing at about 5-10% per annum. |
|B Opportunities and threats. ||The Company faces excessive competition resulting in reduction in margins and fluctuations in import exchange costs. |
|C Segment wise or product wise performance ||There are no segmental operations as per Accounting Standard 17 issued by the Institute of Chartered Accountants of India. |
|D Outlook for the company ||The Company has successfully paid Financial Institutions all dues. The Company has started commercial production to improve profitability. |
|E Risks and concerns ||The opening up of the Indian economy consequent to India becoming a member of WTO may adversely impact the market scenario. |
|F Internal control system and their adequacy ||The internal Control Systems of the Company are adequate and are constantly reviewed and supported by internal audit. |
|G Discussion of financial performance with respect of operational performance. ||The negative financial performance of the Company is mainly due to its operational performance. Benefits from write backs of Financial Institution has resulted in positive Net profit |
|H Material development in human resources / industrial relations front including number of people employed ||The Company continues to give thrust to human resource development and industrial relations. The Company effected reduction maximum of its employees during the year by paying suitable compensation as per Law. Permanent Employees: 3 |
Statements in this "Management Discussion and Analysis" contain forwardlooking statements which may be identified by the use of words in that directions orconnoting the same. All statements that address expectations or projections about thefuture including but not limited to statements about the company's strategy for growthproduct development market position expenditures and financial results are forwardlooking statements.
These are based on certain assumptions and expectations of future events. The companycannot guarantee that these assumptions and expectations are accurate or will be realized.The company's actual results performance or achievements could thus differ materiallyfrom those projected in any such forward looking statements on the basis of anysubsequent development information or events.
Your Directors state as follows
1. No significant or material orders were passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
2. There was no issue of equity shares with differential rights as to voting dividendor otherwise.
3. There was no issue of shares including as sweat equity shares or employee stockoptions.
4. There were no deposits covered under Chapter V of the Companies Act 2013.
5. No money has been provided by the company for purchase of its own shares byemployees or by trustees for the benefit of employees.
6. No subsidiaries have paid remuneration to Managing Director.
7. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. During the year under review there wereno cases filed pursuant to the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013.
Your Directors place on record their appreciation of the contribution and support ofthe employees at all levels. They also place on record their appreciation of the continuedsupport and faith extended during the year by the Company's customers suppliers bankersand shareholders.
| ||By Order of the Board |
| ||PAN Electronics (India) Limited |
|Bangalore ||Sd/- |
|30/05/2017 ||GULLU GELLARAM TALREJA |
| ||Managing Director |
| ||DIN 01740145 |