Your Directors are pleased to present the 31" Annual Report and the AuditedFinancial Statements for the financial year ended 31" March 2016.
(Rupees in Lacs)
|Particulars ||FY 2015-2016 ||FY 2014-2015 |
|Total Income ||2119.74 ||2257.62 |
|Profit before Interest & Depreciation ||(50.67) ||20.16 |
|Less: Interest ||0 ||0 |
|Profit before Depreciation ||(50.67) ||20.16 |
|Less: Depreciation ||0 ||0 |
|Profit after Depreciation ||(50.67) ||20.19 |
|Less: Income Tax 8t FBT for the Current Year ||- ||6.23 |
|Profit after Tax ||(50.67) ||13.93 |
|Balance of profit/loss brought forward from previous period ||(145.36) ||(150.29) |
|Amount available for appropriation ||(196.03) ||(145.3) |
|Balance carried Over ||(196.03) ||(145.3) |
During the year under review the Company's income hasdecreased from Rs2193.78 Lakhs toRs. 2057.58. And the Company made a Loss of Rs. 50.67 Lakhs as against the profit of Rs.20.16 Lakhs reported in the previous financial year.
Due to the loss incurred the company has not recommended any dividend for the yearunder review. Subsidiaries
The company has no subsidiaries.
The Company has not accepted any deposits from the public and no amount of principal orinterest on public deposits was outstanding as on the balance sheet date within themeaning of Section 73 and section 74(1) of Companies Act 2013 and Rule 2 (c) of Companies(Acceptance of Deposits) Rules 2014.
Transfer to Reserves
No amount was transferred to reserves for the year ended 31*' March 2016 since thecompany has incurred losses during the period.
Directors and Key Managerial Personnel (KMP1
The Total number of Directors of the Company as on 31" March 2016 was 4. Out ofwhich 2 are Independent Directors and 2 are Promoter Group Directors.
In compliance with Regulation 36(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 brief resume of all theDirectors proposed to be appointed / re-appointed are attached along with the Notice ofthe ensuing Annual General Meeting.
Declaration by Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act 2013 andRegulation 16(l)(b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 all the Independent Directors of your Companyhave given declaration that they have met the criteria of independence as required underthe Act and the regulations.
Formal Annual Evaluation of the performance of the Board its Committees and theDirectors
Pursuant to the provisions of the Companies Act 2013 and Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outperformance evaluation taking into consideration of various aspects of the Board'sfunctioning composition of Board and its Committees execution and performance ofspecific duties obligations and governance. The Performance of evaluation of IndependentDirectors was completed. The Performance evaluation of Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with evaluation process.
Your Directors has on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration. The Remuneration Policy forms part of the CorporateGovernance Report.
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Grievances' Committee number ofmeetings held during the year under review and other related details are set out in theCorporate Governance Report which forms a part of this Report.
Number of Meetings of the Board and Audit Committee
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year 08 Board Meetings and 04 Audit Committee Meetings were convened and held thedetails of which are given in the Corporate Governance Report.
Particulars of loans. Guarantees or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statements annexedto this Report.
Disclosure under the Sexual Harassment of Women at Workplace
In accordance with the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the company is required to have anAnti- sexual harassment policy though which an Internal Complaints Committee isconstituted. The said committee meets at regular intervals to redress any complaintsreceived by the committee in these lines and after due deliberation aims at disposing offthe complaints. However there has been no such complaint filed within the company tilldate.
Related Party Transactions
All Related Party Transactions are entered on Arm's Length basis and are in complianceof the Companies Act 2013 and the Listing Agreement.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on an annual basisfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on an annual basis.
The Company has established a Vigil Mechanism/Whistle Blower Policy pursuant to theprovisions of Section 177(9) & (10) of the Companies Act 2013 and Regulation4(2)(d)(iv) of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015which enables its directors and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orethics policy and provides safeguards against victimisation of director(s)/employee(s)who avail of the mechanism. The Policy has been appropriately communicated to theemployees within the organization.
Director's responsibility statement
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed.
i. That in the preparation of the Annual Accounts for the financial year ended March31 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures.
ii. The Directors have 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 the end of the financial year andof the profit and loss of the Company for that period.
iii. That the Directors had taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. That the Directors had prepared the accounts for the financial year ended March 312016 on a going concern' basis.
v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively
vi. That systems to ensure compliance with the provision of all applicable laws were inplace and were adequate and operating effectively.
Extract of Annual Return
Form MGT 9 containing details forming part of Board's Report which is the extract ofthe Annual return is annexed to this report as Annexure -II pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014.
Pursuant to the provisions of Sections 139 142 and other applicable provisions ifany of the Companies Act 2013 and the Rules made thereunder the current auditors of theCompany Mr. M. Mahender Kumar chartered Accountant (M. No. 026153) was appointed bythe members at the 29hAnnual General Meeting (AGM) to hold office until theconclusion of the 34lhAnnual General Meeting (AGM) to be held in the year 2019subject to ratification by shareholders at each AGM.
The Company has received a certificate from Mr. Mahender Kumar Chartered Accountant(M. No. 026153) to the effect that if reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
The members are therefore requested to ratify the appointment of Mr. M. Mahender KumarChartered Accountant as statutory auditors of the Company for the year 2016-17.
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 hasappointed Mr. Y. Koteswar Rao (M. No. 3785 Cp. No. 7427) Practicing Company Secretaryto undertake the Secretarial Audit of the Company. Secretarial Auditor Report for the year2015-16 given by Mr. Y. Koteswar Rao in the prescribed 'Form MR-3' is annexed to thisreport in Annexure -I. The remarks made the Secretarial Auditor are self explanatory.
Adequacy of Internal Financial Controls
The Company has established and is maintaining internal controls and procedures. TheBoard of Directors have evaluated the effectiveness of the Company's internal controls andprocedures and confirm that they are adequate based on the size and the nature of itsbusiness.
The Company has a well established system of Internal Audit which carries out audit onRisk Management framework covering all the functions.
Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 a separate report on corporate governance has been included in thisAnnual Report in Annexure -V together with a certificate from the auditors of the Companyregarding compliance of conditions of Corporate Governance the reports on ManagementDiscussion and Analysis and General Shareholder Information.
All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect signed by the WholeTime Director - Chief Financial Officer of the Company is contained in this Annual Report.
Development and Implementation of Risk Management Policy
Information on the development and implementation of a risk management policy for theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the report on ManagementDiscussion and Analysis.
Management discussion and analysis report
Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is annexedas Annexure-IV as a part of the Annual Report.
Corporate Social Responsibility
The provisions relating to Corporate Social Responsibility do not apply to the Company.
Conservation of Energy Technical Absorption and Foreign Exchange Earning and Outgo
The details of energy conservation technology absorption and foreign exchange earningsand outgo as required under Sec.134 (3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 are given in the Annexure-lll forming part of thisreport.
Declaration about Compliance with Code of Conduct bv Members of the Board and SeniorManagement Personnel
The Company has complied with the requirements about the Code of Conduct for Boardmembers and Senior Management Personnel.
Significant and material orders passed bv the regulators or court
There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations
Material Changes & Commitments
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this report.
Training of independent directors
Whenever new Non-executive and Independent Directors are inducted in the Board they areintroduced to our Company's culture through appropriate orientation session and they arealso introduced to our organization structure our business constitution. Boardprocedures our major risks and management strategy.
Industrial relations remand cordial throughout the year and your Directors expresstheir deep gratitude to all the employees. The Company is pursuing its policy to provide acongenial working environment at work place.
Transfer of Unclaimed Dividend to Investor Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
Your Directors take this opportunity to express their grateful appreciation for theco-operation and continued support by Central and State Governments Banks Suppliers andbusiness associates as well as shareholders. Your Directors also place on record theirappreciation for the devoted services rendered by all employees for the dedication andsense of commitment shown by the employees at all levels and their contribution towardsthe performance of the company.
| || ||By the Order of the Board |
| || ||For Partani Appliances Limited |
|Place: Secunderabad ||Vikas Partani ||Suresh Chandra Partani |
|Date: 03-09-2016 ||Whole Time Director & CFO ||Director |
| ||(DIN:02287293) ||(DIN: 01941799) |