Pact Industries Ltd.
|BSE: 538963||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE494K01024|
|BSE 00:00 | 05 Mar||Pact Industries Ltd|
|NSE 05:30 | 01 Jan||Pact Industries Ltd|
|BSE: 538963||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE494K01024|
|BSE 00:00 | 05 Mar||Pact Industries Ltd|
|NSE 05:30 | 01 Jan||Pact Industries Ltd|
The Directors of your Company are presenting their 26th Annual Report together with theAudited Statement of Accounts of Pact Industries Limited for the year ended 31st March20189
1. FINANCIAL HIGHLIGHTS.
The summary of the financial performance of the Company for the financial year endedMarch 31 2019 compared to the previous year ended March 31 2018 is given below:
2. STATE OF COMPANY'S AFFAIRS :
Total Revenue from operation for the year is Rs.5484.92 Lakhs as compared to Rs.5710.90 Lakhs of previous year. The Net profit for the year ended 31.03.2019 is Rs.35.23Lakhs as compare to Net Profit of Rs. 28.22 Lakhs for the previous year.
3. TRANSFER TO RESERVE
The company has not transferred profits in Reserves and surplus.
In order to accumulate funds for future projects your directors do not recommend anydividend for the year under review.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there were no unpaid/unclaimed Dividend and other amounts as prescribed underSections 124 & 125 of Companies Act 2013 lying with the company therefore theprovisions of above mentioned sections do not apply to the company.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
No Material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year and the date on which this report hasbeen signed.
7. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the company during the year underreview.
8. SHARE CAPITAL
During the year 6000000 equity shares were allotted to promoters and public underPreferential issue of equity shares on 9th May 2018. The paid up equity sharescapital is increased from 49408000 to 55408000. Also the company has redeemedunlisted 9%Non- Cumulative Non Convertible Redeemable Preference shares of the company outof reserves on 17th May 2018.
8.1 BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
8.2 SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
8.3 BONUS SHARES
No Bonus Shares were issued during the year under review.
8.4 EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
9.1 CASH AND CASH EQUIVALENT
Cash and Cash equivalent as at 31st March 2019 is Rs. 46.07 Lakh. TheCompany continues to focus on judicious management of working capital. Working Capitalparameters are kept under strict check through continuous monitoring.
9.2 DEPOSITS/ FIXED DEPOSITS
During the year Company has not accepted deposit from the public falling within theambit of Section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014. Further the Company has not repaid any deposit to public and there is nodeposits are pending as on 31st March 2019.
9.3 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Detail of Loans Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes of Financial Statements.
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.
There has been change in the board of directors as on 31/03/2019 Mr. Sunil Rana hasbeen appointed as Independent director of the company on 21.08.2018 in place ofMr.Narinderjit Singh Independent Director of the company who has resigned from the postof directorship on 19.08.2018.
Mr. Eshaan Singh Takkar has been appointed as Additional Director of the company wef02.05.2019 and will be appointed as an director of the company liable to retire byrotation in the ensuing Annual General meeting. Mr Harjinder Singh Independent Directorof the company has tenedered his resignation on 08.07.2019.
Key Managerial Personnel (KMP)
Board would also like to inform the members that Mrs. Divya Khanna resigned from thepost of Company Secretary w.e.f. 30th March 2019.
NO. OF MEETINGS OF THE BOARD
Eleven meetings of the Board of Directors were held during the year. The details ofwhich are given in the Corporate Governance Report. The provisions of Companies Act 2013and Listing Regulations and SEBI (Listing Obligations and Disclosure) Regulation 2015were adhered to while considering the time gap between two meetings.
11. COMMITTEES OF BOARD
The details regarding Committees of the Board of Directors of the Company are given inthe Report on Corporate Governance which forms a part of this Report
12. REMUNERATION POLICY AND BOARD EVALUATION
Company has Nomination and Remuneration policy in place pursuant to Companies Act 2013and SEBI (LODR) Regulation 2015.
Independent directors in their meeting held on 17.10.2018 evaluated the performance ofthe non independent director of the board including Managing Director. The minutes of themeeting were placed before the board and board affirmed the same. The Board has carriedout an annual evaluation of its own performance performance of its Committees as well asthe directors individually.
The details regarding process and criteria for evaluation are given in the Report onCorporate Governance which forms a part of this Report
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 and SEBI(LODR) Regulation 2015 isenclosed herewith as 'Annexure - 6'.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and regulation 16(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulation 2015.
14. CODE OF CONDUCT COMPLIANCE
The declaration signed by the Managing Director affirming compliance with the Code ofConduct by Directors and Senior Management for the financial year ended March 31 2019 isgiven in Report on Corporate Governance which forms a part of this Report.
15. TRAINING OF INDEPENDENT DIRECTORS.
Every new independent director of the Board attends an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product markets organization structurefinance human resources technology quality facilities and risk management.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;
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 at the end of the financial year and ofthe profit and 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
17.1 Statutory Auditors
At the Annual General Meeting the members will be required to appoint Auditors and fixtheir remuneration. M/s. Parmod G Gupta & Associates Chartered Accountants will beappointed as statutory auditors of the company in the ensuing Annual General Meeting andM/s. Parmod G Gupta & Associates Chartered Accountants Statutory Auditor (FRN No.018870N) is eligible for appointment. The appointment if approved will be for a periodof one year as required by Sec 139(1) of the act. The Company has received a certificatefrom M/s Parmod G Gupta & Associates to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.
17.2 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 M/S Brij K. Tiwari & Associates (CP No.: 2831 FCS: 4442)CompanySecretaries to undertake the secretarial audit of the company. The Secretarial AuditReport is annexed herewith as Annexure A .
17.3 Internal Auditors
Mr. Bipin Bihari Singh performs the duties of internal auditors of the company andtheir report is reviewed by the audit committee from time to time.
17.4 Cost Auditor
The Cost Audit was not applicable on the Company during the Financial Year 2018-19 asper Companies (Cost record & audit) Rules 2014.
18. INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
19. LISTING OF SECURITIES
The Securities of the Company are listed on Bombay Stock Exchange Limited andMetropolitan Stock Exchange of India Ltd. The Company has not paid annual listing fee toexchanges for the year 2019-20.
20. COMMITTEES OF THE BOARD
a) Audit Committee : The Audit Committee was re - constituted in accordance with theprovisions of Companies Act 2013 comprising of the following directors.
* Mr. Sunil Rana has been appointed as chairman of Audit committee on 21.08.2018 inplace of Mr. Narinderjit Singh who has resigned from the directorship of the company on19.08.2018.
b) Nomination and Remuneration Committee : The Nomination and Remuneration Committeewas re - constituted in accordance with the provisions of Companies Act 2013 The companyis having a Nomination and Remuneration Committee comprising of the following directors:
* Mr. Sunil Rana has been appointed as member of Nomination and Remuneration Committeeon 21.08.2018 in place of Mr. Narinderjit Singh who has resigned from the directorship ofthe company on 19.08.2018
c) Stakeholder's Relationship Committee : The Stakeholders Relationship Committee wasreconstituted by the Board on consequent to the dissolution of the Share transfer cumInvestors Grievance Committee. This Committee includes Mr.Sunil Rana (Chairman) and Mr.Harjinder Singh (member) and Mr. Harpreet Singh (member). Term of reference and otherdetails are given in Corporate Governance Report and forms part of this report. Mr. SunilRana has been appointed as member of Stakeholder s Relationship committee on 21.08.2018 inplace of Mr. Narinderjit Singh who has resigned from the directorship of the companyon19.08.2018
d) Risk Management Committee: The Company has formed the Risk Management Committee withits members as Mr. Harjinder Singh (Chairman) Mr.Sunil Rana (member) and Mrs. JasjeetKaur and the committee will perform its activities according to the Risk Policy finalizedby the Board indicating the development and implementation of Risk Management. Mr.Harjinder Singh has been appointed as member of Risk Management committee on 13.10.2017 inplace of Mr. Amandeep Singh who has resigned from the directorship of the company on09.10.2017. Mr. Sunil Rana has been appointed as member of Risk Management Committee on21.08.2018 in place of Mr. Narinderjit Singh who has resigned from the directorship of thecompany on19.08.2018
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company s operations in future.
22. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure- B
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY.
The company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and directors to report genuine concerns unethical behavior and irregularitiesif any in the company noticed by them which could adversely affect company's operations.The same is reviewed by the Audit Committee from time to time. No concerns orirregularities have been reported till date. The details of the Whistle Blower Policy isexplained in the Corporate Governance Report and also posted on the website of theCompany.
24. SUBSIDIARIESJOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
25. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Clause 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year were in the ordinary course of business andon an arms length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. There were no materially significant transactions with relatedparties during the financial year which were in conflict with the interest of the Company.Suitable disclosure as required by the Accounting Standards (AS18) has been made in thenotes to the Financial Statements. The report of the Board in respect of the particular ofcontracts or arrangements with related parties referred to sub section (1) of Section 188in form AOC-2 is annexed to this report in annexure- C
26. CORPORATE GOVERNANCE
SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 with the StockExchanges a separate section on corporate governance practices followed by the Companytogether with a certificate from Practicing Company Secretary confirming compliance formsan integral part of this Report.
27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has in place a prevention of sexual Harassment policy in line with therequirements of the sexual Harassment of Women at the Workplace (prevention prohibitionand Redressal) Act 2013. During the year 2018-19 no complaint were received by theCompany related to sexual Harassment.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134 (3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- D
29. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
The company has two Executive Director and due to financial constraints being faced bythe company it has forgone remuneration paid to one executive director. Further nositting fees have been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
The remuneration paid to Managing Director is 500000/- per annum.
30. APPRECIATION AND ACKNOWLEDGEMENTS
The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company. Your Directors wish to thank the banks financialinstitutions shareholders and business associates for their continued support andcooperation. We look forward to receiving the continued patronage from all quarters tobecome a better and stronger company.
31. CAUTIONARY STATEMENT
The statements contained in the Board s Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.
Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.