Your Directors have pleasure in presenting their Thirty Six Annual Report and theAudited Financial Statements for the financial year ended March 31 2019 together with theIndependent Auditor's Report.
| ||(Rs. in Actuals) |
| ||31.03.2019 ||31.03.2018 |
|FINANCIAL RESULTS ||[Rupees] ||[Rupees] |
|01 REVENUE FROM OPERATIONS || || |
|Net Revenue from Operations ||77324 ||(252551) |
|02 OTHER INCOME || ||2812206 |
|03 TOTAL REVENUE [ 1 + 2 ] ||77324 ||2559655 |
|04 EXPENSES || || |
|Cost of Material Consumed ||0 ||133390 |
|Changes in Inventories of Finished Goods WIP & Stock in || || |
|Trade ||77324 ||1050021 |
|Employee Benefit Expenses ||5077546 ||4664342 |
|Finance cost ||18018 ||955238 |
|Depreciation and Amortization Expenses ||6306303 ||6108059 |
|Other Expenses ||3894237 ||1855142 |
|Total Expenses ||15373428 ||14766192 |
|05 PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] ||(15296104) ||(12206537) |
|06 EXCEPTIONAL ITEMS || ||- |
|07 PROFIT / (LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] ||(15296104) ||(12206537) |
|08 EXTRAORDINARY ITEMS ||- ||- |
|09 PROFIT / (LOSS) BEFORE TAX [ 7 - 8 ] ||(15296104) ||(12206537) |
|10 TAX EXPENSES || || |
|1. Current Tax [MAT] ||- ||- |
|Less: MAT Credit entitlement ||- ||- |
|Net Current Tax ||- ||- |
|2. Deferred Tax: Asset/(Liability) || || |
|11 PROFIT / [ LOSS] FOR THE PERIOD FROM CONTINUING OPERATIONS [9-10] ||(15296104) ||(12206537) |
|12 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS ||- ||- |
|13 TAX EXPENSES OF DISCOUNTINUING OPERATIONS ||- ||- |
|14 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTER TAX] [12-13] ||- ||- |
|15 PROFIT / [LOSS] FOR THE PERIOD [11+14] ||(15296104) ||(12206537) |
|16 EARNING PER EQUITY SHARE ( Basic and Diluted) ||(3.8240) ||(3.0516) |
TRANSFER TO RESERVES
During the financial year the Company has not transferred any amount to GeneralReserves due to loss incurred during the financial year.
There is no dividend was declared or paid during the year under report.
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED (RETIRED)DURING THE FINACIAL YEAR ENDED MARCH 31 2019:
The composition of the Board of Directors of the Company is in conformity with theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year there were changes in the Board of Directors.
Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors at its meeting held on May 30 2019 has appointed Mr. NITESH NANIK ROHERA asAdditional Directors (Independent) of the Company with effect from June 01 2019.
The composition of the Board of Directors of the Company as on the date of this reportis as below:
1 GULLU GELLARAM TALREJA Managing Director
2 ABHISHEK PRAKASH TALREJA Whole-time Director
3 NITESH NANIK ROHERA Additional Director (Independent) (Appointed 30.05.19)
4 AMBUSARAVAN ASHA Director (Independent)
5 HARI NAUNMAL TARACHANDANI Director (Independent) (Resigned 14.11.18)
6 VEENA TANDUR Company Secretary
7 ANIL HARGOBIND KHILNANI CFO (KMP)
During the financial year there were no changes in the Authorized Share Capital andPaid up share capital of the Company.
As on March 31 2019 the Authorized Share Capital of the Company was Rs. 100000000(Rupees Ten Crores) and the Paid up Share Capital was Rs. 40000000/- (Rupees FourCrores only).
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND/ ORISSUE OF SWEAT EQUITY SHARES
During the year under review the Company has not issued any Shares with Differentialvoting Rights and / or any Sweat Equity Shares.
CHANGE IN NATURE OF BUSINESS:
There were no changes in the nature of business during the financial year.
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS:
|A Industry structure and developments. ||Electronic Metallized Polypropylene and Polyester film industry is well organized in India. The market domestically has been growing at about 5-10% per annum. |
|B Opportunities and threats. ||The Company faces excessive competition resulting in reduction in margins and fluctuations in product price. |
|C Segment wise or product wise performance. ||There are no segmental operations as per Accounting Standard 17 issued by the Institute of Chartered Accountants of India. |
|D Outlook for the company. ||The Company has successfully paid Financial Institutions all dues. The Company has started commercial production to improve profitability. |
|E Risks and concerns. ||The opening up of the Indian economy consequent to India becoming a member of WTO may adversely impact the market scenario. |
|F Internal control system and their adequacy. ||The internal Control Systems of the Company are adequate and are constantly reviewed and supported by internal audit. |
|G Discussion of financial performance with respect of operational performance. ||The negative financial performance of the Company is mainly due to its operational performance. Benefits from write backs of Financial Institution has resulted in positive Net profit. |
|H Material development in human resources / industrial relations front including number of people employed ||The Company continues to give thrust to human resource development and industrial relations. The Company effected reduction maximum of its employees during the year by paying suitable compensation as per Law. Permanent Employees: 3 |
FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:
Not applicable as there were no such instances during the year.
During the year the Company has not given any deposits nor taken hence there notransactions towards deposits as on March 31 2019.
MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There were no material changes and commitments between the end of the financial yearand the date of the Report which affect the financial position of the Company.
EXTRACT OF THE ANNUAL RETURN:
The extract of the annual return in Form MGT-9 is enclosed as a part of this report incompliance with Section 134 (3) of the Companies Act 2013 as Annexure 1.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES GIVEN OR SECURITY PROVIDED BY THECOMPANY:
During the year the Company has not provided any loan/ guarantee / security which fallunder the provisions of Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013:
All related party transactions which were entered into during the financial year wereon at arm's length basis and were in the ordinary course of business and with the omnibusapproval of the Audit Committee. There are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.
All related party transactions wherever applicable are placed before the AuditCommittee. The quarterly disclosures of transactions with related parties are made to theAudit Committee. In compliance with the provisions of Section 134(3) of the Companies Act2013 particulars of contracts or arrangements with related parties referred to in theprovisions of Section 188(1) of the Companies Act 2013 are enclosed in the Form AOC-2as part of this report as "Annexure 2".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Meetings of the Board are held at regular intervals with a time gap of not more than120 days between two consecutive Meetings. During the financial year 5 (Five) Meetingswere held on May 25 2018 June 04 2018 August 14 2018 November 14 2018 and February12 2019. Agenda of the Meeting is circulated to the Directors in advance. Minutes of theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134 (3) (c) of the Companies Act 2013 the Board of Directorsof the Company confirms and submits that:
i. in the preparation of the annual accounts the applicable Accounting Standards havebeen followed and there have been no material departure;
ii. the selected accounting policies were applied consistently and the judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 and of the profits of the Company for theyear ended on that date;
iii. 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;
iv. the annual accounts have been prepared on a going concern' basis; v. adequatesystem of internal financial controls has been laid down and the said system is operatingeffectively; and
vi. Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and are operating effectively.
CORPORATE GOVERNANCE AND BUSINES RESPONSIBILITY REPORT:
Being a Listed Company necessary measures are taken to comply with SEBI ListingObligations and Disclosure Requirements) Regulations 2015 (LODR) as amended from time totime. A report on Corporate Governance along with a certificate of compliance from aPracticing Chartered Accountant forms part of this report.
The Business Responsibility Report is not required.
RISK MANAGEMENT POLICY:
The Company has Risk Management Policy in place. To oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
The development and implementation of Risk Management Policy has been covered in themanagement discussion and analysis which forms part of this report. The Company has takenDirectors' and Officers' Liability Insurance Policy.
CONSERVATION OF ENERGY:
Conservation of energy is one of the highest priority measures directly supervised bythe senior management of the Company. During the year manufacture activity stopped due totransferring plant from Hosur to Peenya.
RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION:
a) Research and Development (R&D): During the year company not done any manufactureor any commercial activity due to transferring plant Hosur to Peenya.
b) Expenditure on Research and Development: Nil
c) Technology Absorption Adaptation Innovation and particulars of importedtechnology:
1) The Company has not imported any technology during the financial year.
2) The Company has not developed innovative and path-breaking products.
The Company has initiated a sustainability initiative with the aim of going green andminimizing our impact on the environment. Like the previous years this year too theCompany is publishing only the statutory disclosures in the print version of the AnnualReport.
FOREIGN EXCHANGE EARNINGS AND OUTFLOW:
The Company earnings Nil and outflow Nil during the financial year under review.
Industrial relations have been cordial and constructive which have helped your Companyto achieve production targets.
DECLARATION BY THE INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Directorspursuant to the provisions of Section 149(7) of the Companies Act 2013 that he meets thecriteria of Independence laid down in the provisions of Section 149(6) of the CompaniesAct 2013.
Further the Board hereby confirms that all the Independent Directors of the Companyfulfill the conditions as specified in SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 and all the Independent Directors are independent of themanagement.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees.
COMPOSITION OF AUDIT COMMITTEE:
Your Company has an Audit Committee comprising of Mr. Hari Naunmal Tarachandani asChairman of the Committee (Resigned on 14-11-2018) Mr. Abhishek Prakash Talreja and Mr.Ambusaravan Asha as other Members of the Committee. The composition of the Committee isin compliance with the provisions of Section 177 of the Companies Act 2013.Reconstitution of the Committee was undertaken post retirement of two Directors and as ondate of this report the composition of the Committee is as follows:
1. Hari Naunmal Tarachandani Chairman (Resigned on 14-11-2018)
2. Abhishek Prakash Talreja Whole-time Director
3. Ambusaravan Asha Director (Independent)
i. Statutory Auditors:
M/s. B. N. Subramanya & Co. (Firm Registration No: 004142S) Chartered Accountantshold office until the conclusion of the five year period. As required by the provisions ofthe Companies Act 2013 the auditors to be appointed by members at the AGM.
Certificate of the Statutory Auditors regarding COMPLIANCE OF CONDITIONS OF CORPORATEGOVERNANCE forms part of the Annual report.
ii. Secretarial Auditor:
The Board has appointed Mr. Vivek Bhat a Practicing Company Secretary (MembershipNo.FCS-7708)) as the Secretarial Auditor as per the provisions of Section 204 of theCompanies Act 2013 for the financial year 2018-19. The Secretarial Audit Report issued byhim is enclosed as "Annexure 3" to this Report.
QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORYAUDITORS
i. Statutory Auditors:
There are no qualifications or adverse remarks in the Statutory Auditors' Report whichrequire any explanation from the Board of Directors. The Statutory Auditors have expressedan unmodified opinion in the audit reports in respect of the Audited standalone andconsolidated Financial Statements for the financial year ended March 31 2019.
ii. Secretarial Auditor:
There are qualification and adverse remarks mention in Secretarial Auditor Reportcompany consider the same and taking proactive steps to make it proper and some of thecompliance we are not able to complete due to incurring loss and negative net worth.
REGULATORY / COURT ORDERS:
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company and its future operations.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place a Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy.
Summary of sexual harassment complaints received and disposed off during the financialyear 2018-19:
No. of complaints received: NIL
No. of complaints disposed off: NA
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. During the year there no such employees applicable.
Management Discussion and Analysis forming part of this Report is in compliance withCorporate Governance Standards SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with Stock Exchanges and such statements may be "forwardlooking" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include economic conditions affectingdemand/supply and price conditions in the domestic and overseas markets/currencyfluctuations in which the Company operates changes in the Government regulations taxlaws and other statutes and other incidental factors.
The Directors place on record their appreciation for valuable contribution made byemployees at all levels active support and encouragement received from variousGovernmental agencies Company's Bankers Customers vendors distributors BusinessAssociates and other Acquaintances.
Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue in thefuture.
| ||By Order of the Board |
| ||PAN Electronics (India) Limited |
|Bangalore ||SD/- |
|14/08/2019 ||GULLU GELLARAM TALREJA |
|DIN 01740145 ||Managing Director |