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Panafic Industrials Ltd.

BSE: 538860 Sector: Financials
NSE: N.A. ISIN Code: INE655P01029
BSE LIVE 15:23 | 17 Nov 1.41 -0.07
(-4.73%)
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1.50

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1.50

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.50
PREVIOUS CLOSE 1.48
VOLUME 201455
52-Week high 20.35
52-Week low 1.25
P/E 35.25
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.41
Sell Qty 24918.00
OPEN 1.50
CLOSE 1.48
VOLUME 201455
52-Week high 20.35
52-Week low 1.25
P/E 35.25
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.41
Sell Qty 24918.00

Panafic Industrials Ltd. (PANAFICINDUSTRI) - Director Report

Company director report

To

The Members

Panafic Industrials Limited

Your Directors are pleased to present the 31st Annual Reporton the business operations and financial performance of the company for the financial yearended on 31st March 2016.

FINANCIAL RESULTS (Rs. In Lacs)
Particulars For The Year Ended
31st March 2016 31st March 2015
Sales/ Operating Income 93.07 134.18
Other Income - 0.01
Total Revenue 93.07 134.19
Expenses:-
Purchase of Stock in trade - -
Changes in Inventory of Stock -in-Trade - 23.05
Employee Benefit Expenses 33.05 29.36
Depreciation and Amortisation Expenses - -
Administrative & Other expenses 34.60 54.21
Contingent Provision For Standard Assets (0.09) 1.31
Total Expenses 67.56 107.93
Profit Before Tax 25.51 26.27
Less: Current Tax 7.88 8.68
Deferred Tax 0.06 (0.40)
Prior Period Tax Adjustment - 0.01
Profit/(Loss) After Tax 17.57 17.98

BUSINESS REVIEW

Financial year 2015-16 concluded with a Net Profit of Rs. 1757482/- forthe company which is Rs. 40836/- less than the previous financial year 2014-15. Thedeclining profitability could be attributed to change in the business trends and economicenvironment. However your directors are continuously endeavouring to improve theperformance of the Company in future. In the current financial year 2016-17 the Companyseeks to explore new avenues of business opportunities and thereby striving to improve itsprofitability. Sincere efforts are being made at all levels of the organization to cutcosts and also to keep the expenses in check despite the inflationary tendencies of themarket. Barring unforeseen circumstances we expect better performance in the currentyear.

TRANSFER TO RESERVES IN TERMS OF SECTION 45-IC OF THE RESERVE BANK OF INDIA ACT 1934

In order to ensure compliance with Section 45-IC of the Reserve Bank of India Act1934 the Company has for the financial year ended 31st March 2016 transferredRs.351496/- in respect of current year’s profit to Statutory Reserve Fund fromGeneral Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. 976364/-on 31st March 2016.

MATERIAL CHANGES

CHANGE IN CONTROL AND MANAGEMENT OF THE COMPANY

During the financial year the Company records no change in its control and managementhence the composition of control and management has been remain same as have already beengiven to you in our last report.

Further the Company wished for the re-appointment Ms. Renu (DIN: 03572788) whoretires by rotation in our ensuing 31st Annual General Meeting as per therequirement of Section 152(6) of the Companies Act 2016 and being eligible to offerherself for re-appointment.

Company Secretary & Compliance Officer

The Companies Act 2013 has mandated the appointment of Company Secretary in all listedCompanies. Therefore Ms. Ronika Bharara a member of the Institute of Company Secretariesof India was appointed as the Company Secretary & Compliance Officer of the Companyw.e.f. 10th June 2015 upon recommendation and approval by the RemunerationCommittee and the Board.

*The same detail has already been given in our last report.

Internal Auditor

The Companies Act 2013 has mandated the appointment of Internal Auditor in theCompany. Accordingly the Company has appointed Mr. Vijay Kataria Chartered Accountanthaving ICAI Membership No. 534458 as an Internal Auditor of the Company in the BoardMeeting held on 31st March 2015.

* The same detail has already been given in our last report.

Chief Financial Officer

Pursuant to Section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment and Remuneration) Rules 2014 the Board at its meeting held on 6thSeptember 2014 has appointed Mrs. Sarita Gupta as the Chief Financial Officer (CFO).

DIVIDEND

The Management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2016-17.

PUBLIC DEPOSITS

Pursuant to the provisions of Non Banking Financial Companies Acceptance of PublicDeposits (Reserve Bank) Directions 1998 as amended time to time the Board of Directorsof the Company have re-confirmed in the Board Meeting held on 27th April 2016that the Company had neither accepted any public deposits in the past nor it was holdingany public deposits on the date of that Board Meeting and that the Company will not acceptany public deposits in future without prior written permission of Reserve Bank of India

STATUTORY AUDITORS

The Board recommends to ratify the appointment of M/s Rohit Suri & AssociatesChartered Accountants Statutory Auditors of the Company 7 Sharda Niketan PitampuraNew Delhi-110034 as the Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting till the conclusion of the 34thAnnual General Meeting. The Company has received a letter from them to the effect thattheir reappointment if made will be in accordance with the provisions of section 139& 141 of the Act and are eligible for re-appointment holding peer reviewcertificate.

There is no qualification reservation or adverse remark in the report.

AUDITORS’ OBSERVATION

The Auditors Report has been annexed with this report; Auditors’ observations areself explanatory which do not call for any further clarifications.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Sanjeev Kumar and Mr. Ankur Sharma Independent Directors of the Company havesubmitted their disclosures to the Board that they fulfill all the requirements asstipulated in Section 149(6) of the Companies Act 2016 read with relevant rules thereto.

RISK MANAGEMENT

The Company does not have any formal Risk Management Policy as the elements of riskthreatening the company are very minimal. However on discretionary basis the Company hasconstituted the Risk Management Committee to cope up with adequate processes andprocedures in place to mitigate risks of various kinds if any but as no such mattercomes before the Board till date no meeting held as such.

INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control covering all financial andoperating functions. These controls have been designed to provide a reasonable assurancewith regard to maintenance of proper accounting controls monitoring of operationsprotecting assets from unauthorized use or losses compliances with regulations and forensuring reliability of financial reporting.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES:

The Company's policy relating to appointment of Directors payment of Managerialremuneration Directors’ qualification positive attributes independence ofdirectors and other related matters has been devised as per the provisions given underSection 178(3) of Companies Act 2013. However the Company has constituted its Nominationand Remuneration Committee as per the provisions of Section 178(1) of Companies Act 2013for aforesaid rationale.

DIRECTORS

None of the Directors of the Company are disqualified under the provision of Section164 and 165 of the Companies Act 2013 as applicable on the date of this Directors’Report.

As on date of this report the composition of Board is as follows:

S. No. Name of the Director DIN Designation Date of Appointment Date of Cessation
3. Mr. Rajeev Kumar Gupta 01735427 Managing Director 17/07/2014 -
4. Mrs. Sarita Gupta 00113099 Director 17/07/2014
5. Ms. Renu 03572788 Director 30/09/2014
1. Mr. Ankur Sharma 06625403 Director 09/07/2013 -
2. Mr. Sanjeev Kumar 06625416 Director 09/07/2013

MEETINGS OF THE BOARD

Eleven Board Meetings were held during the year 2015-2016 and the gap between twomeetings did not exceed four months. The details of which are as follows:

Serial No Date of Board Meeting
1. April 27 2015
2. May 15 2015
3. May 21 2015
4. May 30 2015
5. June 10 2015
6. July 21 2015
7. August 13 2015
8. August 28 2015
9. November 04 2015
10. February 10 2016
11. March 31 2016

DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD

Name of the Directors No. of Board Meetings attended during Financial Year 2014 – 2015 Whether Previous AGM attended or not No. of other Directorship in other Public Companies*
Mr. Rajeev Kumar Gupta 10 Yes Nil
Mrs. Sarita Gupta 11 Yes 1
Mr. Ankur Sharma 10 Yes Nil
Mr. Sanjeev Kumar 11 Yes Nil
Ms. Renu 9 Yes Nil

COMMITTEES

The Board of Directors has constituted Three Committees of the Board – the AuditCommittee the Investor’s/Shareholder’s Grievance Committee & RemunerationCommittee. The terms of reference of the Board Committees are determined by the Board fromtime to time. Signed minutes of the Board Committee meetings are placed in the BoardMeetings for information of the board. The composition of these Committees is as follows:

Audit Committee

S. No. Name of the Director Designation Nature of Directorship
1. Mr. Rajeev Kumar Gupta Member and Director Executive Director
2. Mr. Ankur Sharma Director Non-Executive Independent Director
3.. Mr. Sanjeev Kumar Chairman of the Committee Non-Executive Independent Director

Meetings and Attendance during the year

Four Audit Committee Meetings were held during the year 2015-2016. The dates on whichthe said meetings were held are as follows:

S.No. Date of Meeting Committee Strength No. of Members Present
1. May 30 2015 3 3
2. August 13 2015 3 3
3. November 14 2015 3 3
4. February 10 2016 3 3

Nomination and Remuneration Committee

The Remuneration Committee has been reconstituted and presently comprises of thefollowing Directors:

S. No. Name of the Director Designation Nature of Directorship
1. Mr. Ankur Sharma Member Non-Executive Independent Director
2. Mr. Sanjeev Kumar Member and Chairman Non-Executive Independent Director
3. Mrs. Sarita Gupta Member Non-Executive Director

Meetings and Attendance during the year

Three Nomination and Remuneration Committee Meetings were held during the year 2015-16.The dates on which the said meetings were held are as follows:

S.No. Date of Meeting Committee Strength No. of Members Present
1. May 21 2015 3 3
2. June 10 2015 3 3

Shareholder’s/ Investor Grievance Committee

S. No. Name of the Director Designation Nature of Directorship
1. Mrs. Sarita Gupta Chairperson Non-Executive Director
2. Mr. Sanjeev Kumar Member Non-Executive Independent Director
3. Mr. Ankur Sharma Member Non-Executive Independent Director

Meetings and Attendance during the year

Two Shareholder’s/ Investor GrievanceCommittee Meetings were held during the year2015-2016. The dates on which the said meetings were held are as follows:

S.No. Date of Meeting Committee Strength No. of Members Present
1. June 24 2015 3 3
2. July 17 2015 3 3
3. December 28 2015 3 3

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held during the year 2015-2016.

LISTING AGREEMENT COMPLIANCES

Your Directors are pleased to inform you that during the year under review allcompliances related to listing agreement with BSE Limited and The Delhi Stock Exchangehave been duly complied with.

The Securities and Exchange Board of India (SEBI) on September 2nd 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof Capital market. The said regulations were effective from December 1 2015. Accordinglyall listed entities were required to enter into a new listing agreement within 6 monthsfrom the effective date. The Company enters into a new Listing Agreement with BSE Limited(Bombay Stock Exchange) and DSE (Delhi Stock Exchange) and endeavor to adopt all theprovisions as stated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return inform MGT-9 is annexed herewith as Annexure-I.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the followingin respect of the Audited Annual Accounts for the financial year ended March 31 2016:

i. That in the preparation of the annual accounts for the financial year ending 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii. That the directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts of Company on a ‘goingconcern’ basis.

v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effetely; vi. That the directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees or Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 read with Companies (Meeting of the Board and itsPower) Rules 2014 are given in the Financial Statements.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve.

RELATED PARTY TRANSACTIONS

Details of related party transactions that were entered into during the financial yearif any under the provisions of Section 188 of the Companies Act 2013 are given in theFinancial Statements. There are no materially significant related party transactions madeby the company which may have potential conflict with the interest of the Company at largeand thus disclosure in Form AOC-2 is not required.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITYINITIATIVES

The Company does not have developed and implemented any corporate social responsibilityinitiatives as the said provisions are not applicable to the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility the other particularsrelating to conservation of energy and technology absorption stipulated in the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are notapplicable. Apart from that there were no foreign exchange earnings or outgo of thecompany during the year under report.

SECRETARIAL AUDIT REPORT

As per the requirement of Section 204 read with Section 134(3) of the Companies Act2013 and Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 the Company has obtained a certificate from M/s Ajay Kumar and AssociatesCompany Secretaries for the financial year ended March 31st 2016 that the Company hascomplied with all provision of Companies Act 1956 and Companies Act 2013. The clausesreferred to in compliance certificate are self-explanatory and therefore do not call forany further comments.The extract of Secretarial Audit Report in form MR-3 is annexedherewith as "Annexure-II"

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in receipt of remuneration which was morethan the limits as prescribed under Section 197 of the Companies Act 2013 read with theCompanies (Particulars of Employees) Rules 1975 and hence no particulars are required tobe disclosed in this Report.

HUMAN RESOURCE DEVELOPMENT

The Company believes that its people are the key differentiators especially in thecurrent knowledge driven competitive and global business environment. Adapting workculture to suit the dynamic balancing of people requirements is an ongoing process. TheBoard of Directors of your company would like to place on record their sincereappreciation for the efforts and contribution made by all the employees of the Company inrealizing the targeted projects of the Company. Your Directors take this opportunity tothank all employees for rendering impeccable services to every constituent of Companycustomers and shareholders.

APPRECIATION

Your Directors wish to take this opportunity to offer sincere appreciation andacknowledge with gratitude the support and cooperation extended by the clients vendorsbankers registrar and share transfer agent business associates financial institutionsmedia and their agencies and look forward to their continued support and assistance.Weplace on record our appreciation of the contribution made by our employees at all levels.We look forward for such continued hard work solidarity cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the faithreposed in the Company by the Securities and Exchange Board of India the Reserve Bank ofIndia and the Government of India.

For and on behalf of the Board of Directors M/s Panafic Industrials Limited

Sd/- Sd/-
Sarita Gupta Rajeev Kumar Gupta
Director Managing Director
DIN: 00113099 DIN: 01735427
D-158 Pushpanjli Enclave Plot No. 127 First Floor Sector-5 Vaishali
Pitam Pura Delhi- 110034 Ghaziabad Uttar Pradesh-201010
Place: Delhi
Date: 06th September 2016