PERMANENT MAGNETS LIMITED.
Your Directors have pleasure in presenting the 55th Annual Report of the Companytogether with the Audited Statements of the Accounts for the year ended 31st March 2016.
(Rs In Lacs)
|Particulars ||31/03/2016 ||31/03/2015 |
|Sales ||6744.56 ||5869.19 |
|Other Income ||26.58 ||40.42 |
|PBIDT & Extra Ordinary Items ||381.11 ||488.11 |
|Interest ||160.10 ||326.03 |
|Depreciation ||137.16 ||111.05 |
|Profit before Extra Ordinary Items & tax ||83.84 ||51.03 |
|Extra Ordinary Items ||- ||- |
|Profit before Tax ||83.84 ||51.03 |
|Tax /Deferred Tax(excess prov of IT ) ||9.44 ||9.44 |
|Profit/(Loss) for the year ||93.28 ||41.59 |
1. YEAR IN RETROSPECT.
The Sales for the financial year under review increased by appx. 15% as compared toprevious year. Profitability also improved due to foreign exchange gain and operationalefficiency during the year.
Due to the paucity of net profit and to conserve resources for growth the Board hasconsidered it prudent not to declare any dividend.
3. WORKING FOR 2016-17:
The sales during April-July 2016 have been Rs.18.92 Crores. The sales for thecorresponding period of 2015-16 was Rs.21.83 Crores. Sales have decreased due topostponement of orders from customers. It is likely to pick up in coming months.
4. FIXED DEPOSITS:
The company has not accepted any deposits from the public during the year pursuant tothe provisions of section 58A of the Companies Act 1956.
The shares of the Company are listed on "Bombay Stock Exchange Limited" atMumbai. The Company has paid the applicable listing Fees to the Stock Exchange Mumbaitill date.
In accordance with the provisions of Companies Act 2013 Smt. Sunaina Taparianon-executive director retires by rotation and being eligible offers herself forreappointment.
7. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;
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 financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively
8. CORPORATE GOVERNANCE:
In terms of SEBI (LODR) Regulation 2015 compliance with the provisions of Clauserelating to corporate governance report shall not be mandatory for the time being inrespect of the companies having paid up equity share capital not exceeding `10 crore andNet Worth not exceeding `25 crore as on the last day of the previous financial year.Accordingly our company is fitting in to these criteria and not required to givecorporate governance report detailing compliance on corporate governance.
Since the Company has no subsidiaries provisions of section 129(3) of the CompaniesAct 2013 is not applicable.
10.1 STATUTORY AUDITORS
M/s. Jayesh Sanghrajka & Co. LLP Chartered Accountants Mumbai have beenappointed as statutory auditors of the company at 53rd Annual General Meeting held on22.09.2014 for a period of three years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.
10.2 SECRETARIAL AUDITORS
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 Arun Dash & Associates (CP No.:9309)Company Secretaries to undertake thesecretarial audit of the company. The Secretarial Audit Report is annexed herewith asAnnexure B.
10.3 INTERNAL AUDITORS
M/S G S Nayak& Co Chartered Accountants performs the duties of internal auditorsof the company and their report is reviewed by the audit committee from time to time.
11. EXPLANATION ON AUDITORS COMMENT
The Board have to state as under with reference to the Auditors certain remarksas contained in the annexure to the Auditors Report:
a) With reference to para VII(a) and para VII(c) of the Annexure to the AuditorsReport the item relates to a company that has merged in the company. The matter is beinglooked into and shall soon be appropriately dealt with.
b) With reference to para VIII of the Annexure to the Auditors Report theCentral Excise Loan has remained unpaid as the matter is pending for the cause ofimplementing agency claiming compound interest on an interest free excise loan under ascheme of incentives. Matter with relevant agencies will be sorted out in due course oftime. No material liability is expected in this regard. As regard the minor delay inrepayment of instalments of term loan from bank was due to temporary cash flow gap whichhas soon corrected.
12. MANAGEMENT DISCUSSION AND ANALYSIS.
The Management Discussion and Analysis are annexed and forms an integral part of thisreport.
13. PARTICULARS OF EMPLOYEES:
There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended.As per latest amendment name of top ten employees in terms of remuneration drawn is1.Girish Mahajan 2. P A Kamath 3. Sukhmal Jain 4. Arun Dharmatti 5. Hemant Kore 6. AllenDcunha 7. Bhavana Shah 8. Sunil Verma 9. Deepali Rane 10. Priti Kulkarni
14. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
Honourable Bombay High Court has given interim stay order till 14th September 2015against the winding up order passed against the Company dated 15/04/2015. This was alawsuit filed by a Freight Forwarder of the company who was deficient in services to thecompany. Company has deposited Rs. 1905179/- including interest as per direction ofHonourable Bombay High Court.The Appeal shall be added to appropriate board for hearing.But the same is not yet listed on the Board of HC.
15. TECHNOLOGY DEVELOPMENT AND ABSORPTION:
The R & D activity in the Company is mainly carried out by the key linemanufacturing and technical personnel in alliance with the key technical sales personneland outsourced consultants. Annexure A attached hereto provides the information requiredto be disclosed on the efforts made on Technology Development and Absorption as perSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014.
16. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company.
17. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In order to ensure that the activities of the company and its employees are conductedin a fair and transparent manner by adoption of standards of professionalism honestyintegrity and ethical behaviour the company has adopted vigil mechanism policy. Thispolicy is posted on the website of company.
18. RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the company in accordance withprovisions of Section 188 of the Companies Act 2013
19. FOREIGN EXCHANGE EARNING AND OUTGO:
Please refer to paragraph No. 12 b) of accounts for the foreign exchange outgo andearnings of the Company.
20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
There were no transactions for loans made guarantees given or securities providedduring the year pursuant to Section 186(4) of the Companies Act 2013.
21. BOARD OF DIRECTORS ITS MEETINGS ETC.
The Board of Directors of the Company met four times during the year on 30th May 2015;10th August 2015; 06th November 2015; 11th February 2016.
During the year four Board Meetings and four Audit Committee Meetings were held. Thedetails of the constitution and meetings of the Board and the Committees held during theyear are given below.
Board of Directors Composition:
During the period under review the Board of Directors comprises of five directors ofwhich two are Independent directors . The Chairman is Independent and Non ExecutiveDirector.
The composition is as under:
|Name of the Director ||Category ||*Member of the Board of Other Companies ||No. of other Committee Memberships held # |
| || || ||As Chairman ||As Member |
|Mr. ArunBinani ||Chairman Independent and Non Executive Director ||3 ||- ||- |
|Mr. Sharad Taparia ||Managing Director ||- ||- ||- |
|Mr. Rajeev Mundra ||Independent and Non Executive Director ||2 ||- ||1 |
|Mr. Mukul J. Taparia ||Non Executive Director ||1 ||- ||- |
|Ms. Sunaina Taparia ||Non Executive Director ||- ||- ||- |
*The above excludes Foreign Companies Private Companies and alternate Directorships
# Only Audit Committee Remuneration Committee and Shareholders Grievance Committee arereckoned for the purpose.
-Attendance at Board Meetings and last Annual General Meeting.
Details of Board Meetings held during the year 2015-2016
|Date of ||Arun Binani ||Sharad Taparia ||Rajeev Mundra ||Mukul Taparia ||Sunaina Taparia |
|Board Meetings || || || || || |
|30th May 2015 ||v ||v ||v ||v ||v |
|10th August 2015 ||v ||v ||v ||v ||- |
|6th November 2015; ||v ||v ||v ||v ||- |
|11th February 2016. ||v ||v ||v ||v ||- |
The time gap between any two meetings did not exceed four months.
AUDIT COMMITTEE Constitution
During the year under review the committee consisted of four directors viz. Mr. RajeevMundra Chairman Mr. ArunBinani Mr. Mukul Taparia and Shri Sharad Taparia.
Composition names of members and chairman
|Sr. No. ||Members ||Category |
|1. ||Mr. Rajeev Mundra Chairman ||Independent Non Executive Director |
|2. ||Mr. Sharad Taparia Member ||Managing Director |
|3. ||Mr. ArunBinani Member ||Independent Non Executive Director |
|4. ||Mr. Mukul Taparia ||Non Executive Director |
Bhavana Shah Company Secretary acts as the Secretary of the Committee
Audit Committee Meetings during the year and attendance -
|Date of the Meeting ||Attendance of Directors for Meetings held during the year 2015-2016 |
| ||Mr. Rajeev Mundra ||Mr. Sharad Taparia ||Mr. ArunBinani ||Mukul Taparia |
|30th May 2015 ||v ||v ||v ||- |
|10th August 2015 ||v ||v ||v ||v |
|06th November 2015; ||v ||v ||v ||v |
|11th February 2016. ||v ||v ||v ||v |
The Audit Committee is to oversee the Companys financial reporting process anddisclosure of its financial Information to recommend the appointment of Statutory Auditorsand fixation of their fees to review and discuss with the Management & the Auditorsabout internal control systems the scope of Audit including the observations of theAuditors adequacy of the internal audit system changes in accounting policies &practices and major accounting entries involving estimates compliances with accountingstandards and Listing Agreement entered into with the Stock Exchanges and other legalrequirements concerning financial statements and related party transactions if any toreview the Companys Financial and Risk Management Policies and discuss with theInternal Auditors any significant findings for follow-up thereon to review the QuarterlyHalf yearly and Annual Financial Statements before they are submitted to the Board ofDirectors.
The Audit Committee has established a Vigil Mechanism and adopted a RevisedWhistle-Blower Policy which provides a formal mechanism for all Directors and employees ofthe Company to approach the Management of the Company (Audit Committee in case where theconcern involves the Senior Management) and make protective disclosures to the Managementabout unethical behaviour actual or suspected fraud or violation of the CompanysCode of Conduct or ethics policy. The disclosures reported are addressed in the manner andwithin the time frames prescribed in the Policy. The Company affirms that no director oremployee of the Company has been denied access to the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
During the year under review the committee consisted of three directors viz Mr. RajeevMundra Chairman Mr. ArunBinani Mr. Mukul Taparia. During the year the committee metonce 10th August 2015 the meeting was attended by all members. The Committee wasmandated with the following terms of reference:
- Determination and approval of the remuneration commission and special allowance ifany payable to the Managing Director.
- Finalisation and approval of the annual increments if any to the Managing Director.
The remuneration policy of the company:
Shri Sharad Taparia is paid salary of Rs. 1275000/- p.a... exclusive of perquisites asmentioned in the resolution passed at the general meeting of shareholders of the companyapproving his appointment as Managing Director and remuneration. No remuneration ispayable to the non executive directors.
The company does not have any stock option scheme.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Committee comprises of two Independent Directors and one non executive director .The Stakeholder Relationship Committee of the Board is empowered to oversee the redressalof investors complaints pertaining to share/debenture transfers non-receipt ofannual reports interest/dividend payments issue of duplicate certificates transmission(with and without legal representation) of shares and other miscellaneous complaints. Thecomposition of the Stakeholder Relationship Committee and attendance at its meeting is asfollows:
Stakeholder Relationship Committee consists of Mr. Rajeev Mundra Chairman of theCommittee Mukul Taparia and Mr. ArunBinani. The Company Secretary Ms. Bhavana Shah isthe compliance officer for this purpose. The committee meeting was held on 10th August2015 and was attended by all three members During the year the Company received NILcomplaints.
The Committee reviews the system of dealing with and responding to correspondence fromall investors. Every complaint letter received from stock exchanges SEBI Dept. ofCompany Affairs etc. and the responses thereto are reviewed by this committee. Thecommittee also reviews the feedback from the investors and approves initiatives forfurther improvements in investor servicing. The Committee also ensures the expeditiousshare transfers.
22. NONIMATION AND REMUNERATION COMMITTEE(NRC) / REMUNERATION POLICY
The Company has a policy in place for identification of Independence Qualificationsand positive attributes of Directors. The remuneration of the Directors is recommended byNRC to the Board for their approval.
23. ANTI SEXUAL HARASSMENT POLICY
The Company has in place a policy on Anti Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Work place (Prevention Prohibition& Redressal) Act 2013. There were no instances of Sexual Harassment that werereported during the period under review.
24. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in the prescribed Form No. MGT 9 is appended asAnnexure C.
25 . ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Control Systems commensurate with its size and natureof business. Internal Audits are periodically conducted by an external firm of CharteredAccountants who monitor and evaluate the efficiency and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company. Based on the report of internal audit functionsuitable corrective actions are taken and thereby controls are strengthened. TheseInternal Audit reports are reviewed by the Audit Committee.
26. SHARE CAPITAL
The Paid-up Capital of the Company is Rs.85984530/- and Authorised Capital of theCompany is Rs.160000000/-.
27. COST RECORDS AND AUDIT
Under the Section 148 of the Companies Act 2013 the Central Government has prescribedmaintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules2014 to such class of companies as mentioned in the Table appended to Rule 3 of the saidRules. Cost audit provisions are not applicable to the Company as of now.
28 EQUITY SHARES IN THE SUSPENSE ACCOUNT
In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBIListing Regulations the Company reports the following details in respect of equity shareslying in the suspense account which were issued in dematerialised form pursuant to thepublic issue of the Company: NA
Your Directors wish to thank all the shareholders bankers and clients for lendingtheir support in various activities of the Company. Your Directors would like to place onrecord their appreciation to all the employees who have continued their support during theyear.
| ||FOR AND ON BEHALF OF THE BOARD || |
| ||Sd/- ||Sd/- |
| ||Sharad Taparia ||Arun Binani |
| ||Managing Director ||Independent Director |
|Date: 10th August2016 || || |
|Place: Mumbai. || || |
|Corporate Office: || || |
|B-3 MIDC Industrial Area || || |
|Village Mira Mira Road 401104 || || |
|Dist. Thane. || || |