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Panjon Ltd.

BSE: 526345 Sector: Health care
NSE: N.A. ISIN Code: INE744D01019
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Panjon Ltd. (PANJON) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2015-16

To

The Members

Your directors have pleasure in presenting their Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2016.

1. FINANCIAL PERFORMANCE

During the year under review performance of your company as under:

Particulars (Standalone) Year ended 31st march 2016 (Consoli- dated) Year ended 31st march 2016 (Standalone) Year ended 31st march 2015 Consoli- dated) Year ended 31st march 2015
Revenue from operation (Total) 126928826 126928826 195188596 195188596
Expenditure 126681735 126681735 226777927 226777927
Profit/(Loss) before 247091 247091 -31589331 -31589331
Extraordinary items & tax
Less: Extraordinary items 0 0 -15495605 -15495605
Profit/(Loss) before tax 247091 247091 -47084936 -47084936
Less: Tax Expense
Income tax (Earlier year) - -
Income tax (current year) 47000 47000 12320 12320
Defferred tax 3417687 3417687 0 0
Share in profit of associate company -10535 0 12784189 12784189
Profit/(Loss) after tax 3607243 3617778 -34313067 -34313067

2. REVIEW OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Your Director Report that during the year under review the total turnover of theCompany has declined this year Rs. 12.26 Crores as Compare to the Previous year turnoverof Rs. 19.47 Crores. Your director is focusing the expansion of the market of the productsof the your Company During the year Company has focused on the advertisement of theCompany core product Panjon & Swad. Your Directors are focusing on promoting thebrands of the Company Panjon & SWAD so that the Goodwill earned by this brand may beused in Increasing the sales of the Company and thereby the profits of the Company. Yourdirectors look forward for better working results in the years to come.

3. DIVIDEND

Due to insufficient profit earned by the company this year your directors are unableto recommend any dividend for the financial year.

4. AMOUNTS TRANSFERRED TO RESERVES

The amount of surplus of Profit and Loss account has been transferred to Reserve andSur- plus in the Balance Sheet.

5. CHANGES IN SHARE CAPITAL IF ANY

During the Financial Year 2015-16 there was no change in the share capital of thecompany.

6. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

During the year Company has not issues any equity shares with Differential Rights.

7. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

During the year Company has not issues any employee stock options.

8. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the year Company has not issues any sweat equity shares.

9. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report. Annexure-I

10. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of Listing Agreement with Stock Exchanges in India is presented in aseparate section forming part of the Annual Report.

11. NUMBER OF BOARD MEETINGS

During the Financial Year 2015-16 [06] meetings of the Board of Directors of thecompany were held.

S.NO DATE OF BOARD MEETING

01 30/05/2015

02 14/08/2015

03 03/09/2015

04 10/11/2015

05 01/01/2016

06 12/02/2016

12. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Complete details of LGSI covered under Sec 186 of CA 2013. A suggestive format isprovided below to provide the required details: Company has not made any Loans GuaranteeAnd Investment under section 186 of Companies Act 2013

SL No Date of Details of Amount making Borrower loan Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security

Details of Investments:- Nil

SL No Date of Details of Amount Investee Investee Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return

Details of Guarantee / Security Provided: Nil

SL No Date of Details of Amount providing recipient security/ guarantee Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2015-16 in the prescribedformat AOC 2 has been enclosed with the report. ANNEXURE-III

14. AUDITORS' AND THEIR REPORT

Your Directors Comments on the Auditor Report is as follows

1. Your Management is taking the Best possible steps for proper maintenance of therecords of the Inventories and also ensure to physically verifying the Inventories of theCompany. Company is trying to implement such systems for maintenance of the records andtry to regularize the same in future.

2. There are no qualifications reservations or adverse remarks or disclaimers made by B.MChatrath & co. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company in the year under review.

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no any material changes / events if any occurring after balance sheet datetill the date of the report to be stated.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

a) Conservation of Energy:

Steps taken for conservation Company is installing such devices and instruments so as to minimize the energy consumption and preserve the energy resources.
Steps taken for utilizing alternate sources of energy Company is not using the alternate sources of energy.
Capital investment on energy conservation equipments Company has not done any capital investment on energy conservation however company has installed the energy efficient machines so as to save energy.

 

b) Technology Absorption:
Efforts made for technology absorption NIL
Benefits derived
Expenditure on Research &Development if any
Details of technology imported if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place if any

c) Foreign Exchange Earnings/ Outgo: NIL

Earnings

Outgo

17. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES: NA

ASSOCIATE COMPANY

Name of Associate Company No. of Shares Held Percentage of Holding (%)
Raunaq Laboratories Ltd 1000000 40%

18. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of the Company

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consist of the following directors namely:-

DIN NO NAME DESIGNATION DATE OF APPOINTMENT
00618999 SAJJAN KOTHARI Director 31/10/2001
00910638 PRAKASH DOSHI Director 31/07/2002
00572543 JAY KUMAR KOTHARI Managing director 30/11/1998
00567435 NAGIN CHANDRA KOTHARI Whole-time director 07/11/2002
01675521 ANJALI SHUKLA Director 01/02/2010
02610151 AMIT MANGALCHAND MEHTA Director 31/07/2002
02617752 BIJAYSINGH LAXMANSINGH THAKUR Director 31/07/2002
ABDPA8630Q PRAMOD KUMAR AJMERA CFO 03/09/2015
AQBPG3780G ASHISH GARG Company Secretary 01/01/2016

20. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL: NIL

21. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT: NIL

22. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

Company has sufficient internal financial controls with reference to the financialpositions and operations of the Company.

i) VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a vigil mechanism for directors and employees to report genuine concerns has beenestablished.

23. DEPOSITS

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

24. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM IT HOLDING OR SUBSIDIARY: NIL

25. BOARD INDEPENDENCE:

Our definition of ‘Independence' of Directors is derived from Clause 49 of theListing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013.Based on the confirmation/disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofClause 49 of the Listing Agreement and Section 149(6) of the Companies Act 2013:-

a) Mr. Prakash Doshi

b) Mr. Bijay Singh Thakur

c) Mr. Amit Mangalchand Mehta

26. RE-APPOINTMENT OF INDEPENDENT AUDITOR:

Company has appointed Internal Auditor to carry out the Internal Audit function

27. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed Ramesh Chandra Mishra & Co.Practising Company Secretary to conduct the Secretarial Audit and his Report on Company'sSecretarial Audit is appended to this Report as Annexure-

28. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY: NA

29. CORPORATE GOVERNANCE:

The Company is committed to maintaining the standards of Corporate Governance andadhering to the Corporate Governance requirements as set out by Securities and ExchangeBoard of India. The Report on Corporate Governance as stipulated under Clause 49 of theListing Agreement forms part of the Annual Report. The Certificate from the ManagingDirector of the Company confirming compliance with the conditions of Corporate Governanceas stipulated under Clause 49 is also published elsewhere in this Annual Report.Annexure-VI

30. STATUTORY AUDITORS

The auditors M/s. B.M CHATRATH & CO. retire at the conclusion of the ensuingAnnual General Meeting and offer themselves for re-appointment. Members are requested toappoint them as auditors and fix their remuneration

The details of our statutory auditors are as follows:-

NAME OF THE AUDITOR FIRM : B.M Chatrath & co.
NAME OF THE PARTNER : Sunil Saxena
MEMBERSHIP NO : 072898
REGISTRATION NO : - 301011E
COST AUDITORS: NA

31. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profit/ loss of the Company for that period;

c) the directors had taken proper and sufficient care 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) the directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively. [Listof laws applicable to the company may be mentioned here]

32. ACKNOWLEDGEMENTS :

Your directors wish to place on record their sincere appreciation and acknowledge withgratitude for the assistance cooperation and encouragement by valued customerssuppliers bankers shareholders and employees of the company and look forward for theircontinued support.

By Order of the Board
PANJON LIMITED
Sd/- Sd/-
PLACE : INDORE (NAGIN KOTHARI) (JAY KOTHARI)
DATE : 30th May 2016 CHAIRMAN MANAGING DIRECTOR