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Panafic Industrials Ltd.

BSE: 538860 Sector: Financials
NSE: N.A. ISIN Code: INE655P01029
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NSE 05:30 | 01 Jan Panafic Industrials Ltd
OPEN 0.23
PREVIOUS CLOSE 0.22
VOLUME 64266
52-Week high 0.31
52-Week low 0.19
P/E 4.40
Mkt Cap.(Rs cr) 2
Buy Price 0.22
Buy Qty 5500.00
Sell Price 0.23
Sell Qty 34670.00
OPEN 0.23
CLOSE 0.22
VOLUME 64266
52-Week high 0.31
52-Week low 0.19
P/E 4.40
Mkt Cap.(Rs cr) 2
Buy Price 0.22
Buy Qty 5500.00
Sell Price 0.23
Sell Qty 34670.00

Panafic Industrials Ltd. (PANAFICINDUSTRI) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 34th Annual Report together withthe Audited Statement of Accounts for the year ended 31st March 2019.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2019 issummarized below:

(in Rs.)

Particulars For The Year Ended
31st March 2019 31st March 2018
Sales/ Operating Income 10208322 10773401
Other Income - 140064
Total Revenue 10208322 10913465
Expenses:-
Purchase of Stock in trade - -
Changes in Inventory of Stock -in-Trade - -
Employee Benefit Expenses 4393774 2430525
Depreciation and Amortisation Expenses 565057 867491
Administrative & Other expenses 2656689 6754872
Contingent Provision For Standard Assets - -
Finance Cost 150018 292830
Total Expenses 7765538 10345718
Profit Before Tax 2442784 567748
Less: Current Tax 690123 391628
Deferred Tax (151341) (159892)
Profit/(Loss) After Tax 1904002 336011

REVENUE FROM OPERATIONS

Your Company's total income during the year under review was Rs. 10208 322 ascompared to Rs. 10913465 in the previous year.

BUSINESS PERFORMANCE

Financial year 2018-19 concluded with a Net Profit of Rs. 1904002 of theCompany. Sincere efforts were made at all levels of the organization to cut costs and alsoto keep the expenses in check despite the inflationary tendencies of the market.

DIVIDEND

The Management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2018-19.

TRANSFER TO RESERVE

The Company transferred an amount of Rs. 380800 to Statutory Reserve Fund and Rs.1523202 to the General Reserve for the Financial Year ended 31st March 2019.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there has been no change in the nature of business of theCompany.

CHANGES IN THE SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March 2019 wasRs. 82125000 comprising of 82125000 Equity Shares of Re.1/- each. During the yearunder review the Company has not issued any fresh shares.

MATERIAL CHANGES AND COMMITMENT – IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

As on 31st March 2019 the Company does not have any Subsidiary/JointVenture/Associate Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the followingin respect of the Audited Annual Accounts for the financial year ended March 31 2019:

i. That in the preparation of the annual accounts for the financial year ending 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii. That the directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts of Company on a ‘goingconcern' basis.

v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effetely;

vi. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

None of the Directors of the Company are disqualified under the provision of Section164 and 165 of the Companies Act 2013 as applicable on the date of this Board's Report.

As on date of this report the composition of Board is as follows:

Name of the Director DIN Designation Date of Appointment
1. Mrs. Sarita Gupta 00113099 Executive Managing Director 30/09/2014
2. Ms. Renu 03572788 Non-Executive Director 30/09/2014
3. Mr. Sanjeev Kumar 06625416 Non-Executive Independent Director 09/07/2013
4. Mr. Shri Kishan Gupta 08430379 Non-Executive Independent Director 24/04/2019

Mr. Ankur Sharma Non-Executive Independent Director of the Company resigned from hisoffice with effect from April 24 2019 whereas in his place Mr. Shri Kishan Gupta wasappointed as Non-Executive Independent Director of the Company with effect from April 242019.

Further the Company wished for the re-appointment Ms. Renu (DIN: 03572788) whoretires by rotation in our ensuing 34th Annual General Meeting as per therequirement of Section 152(6) of the Companies Act 2013 and being eligible to offerherself for re-appointment.

Company Secretary & Compliance Officer

During the year Ms. Eti Vashist Company Secretary and Compliance Officer of theCompany resigned from her office w.e.f. 28th February 2019 whereas in herplace Ms. Megha Jain was appointed as a Company Secretary and Compliance Officer of theCompany w.e.f. 24th April 2019.

Chief Financial Officer

Pursuant to Section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment and Remuneration) Rules 2014 the Board at its meeting appointed Mrs. SaritaGupta as the Chief Financial Officer (CFO).

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Sanjeev Kumar and Mr. Shri Kishan Gupta Independent Directors of the Company havesubmitted their disclosures to the Board that they fulfill all the requirements asstipulated in Section 149(6) of the Companies Act 2016 read with relevant rules thereto.

BOARD AND COMMITTEE MEETINGS

BOARD MEETINGS

Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened asand when required to discuss and decide on various business policies strategies andother businesses. The Board meetings are held at the registered office of the Company.During the year under review Board of Directors of the Company met 7 times viz 30thMay 2018 26th July 2018 14th August 2018 28thAugust 2018 12th November 2018 12th February 2019 and 9thMarch 2019.

DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD

Name of the Directors No. of Board Meetings attended during Financial Year 2018-2019 Whether Previous AGM attended or not No. of other Directorship in other Public Companies*
Mrs. Sarita Gupta 7 Yes 1
Mr. Ankur Sharma 7 Yes Nil
Mr. Sanjeev Kumar 7 Yes Nil
Ms. Renu 7 Yes 1

COMMITTEE MEETINGS

A) Audit Committee

The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013 and Regulation 18 of the Listing Regulations. Audit Committee meetingis generally held one in quarter for the purpose of recommending the quarterly/halfyearly/yearly financial results and the gap between two meetings did not exceed on hundredand twenty days. Audit Committee met four times on 30th May 2018 14thAugust 2018 12th November 2018 and 12th February 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:-

Name of the Director Designation Number of meetings during the financial year 2018-2019
Held Attended
1. Mrs. Sarita Gupta Member 4 4
2. Mr. Ankur Sharma Member 4 4
3. Mr. Sanjeev Kumar Chairman 4 4

B) Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration Committee in line with theprovisions Section 178 of the Companies Act 2013 and Regulation 19 of ListingRegulations. Nomination and Remuneration Committee meetings are generally held foridentifying the person who is qualified to become Directors and may be appointed in seniormanagement and recommending their appointment and removal. During the year under reviewcommittee met two times 30th May 2018 and 14th August 2018.

The composition of the Committee and the details of meetings attended by its membersare given below:-

Name of the Director Designation Number of meetings during the financial year 2018-2019
Held Attended
1. Mr. Ankur Sharma Member 2 2
2. Mr. Sanjeev Kumar Chairman 2 2
3. Mrs. Sarita Gupta Member 2 2

C) Shareholder's/ Investor Grievance Committee

The Company has constituted Stakeholder's Relationship Committee mainly to focus on theRedressal of Shareholders'/Investors' Grievances if any like Transfer/ Transmission/Demat of Shares Loss of Share Certificates Non-receipt of Annual Report DividendWarrants etc. During the year under review Stakeholder's Grievance & RelationshipCommittee met four times 30th May 2018 14th August 2018 12thNovember 2018 and 12th February 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:-

Name of the Director Designation Number of meetings during the financial year 2018-2019
Held Attended
1. Mrs. Sarita Gupta Member 4 4
2. Mr. Sanjeev Kumar Chairman 4 4
3. Mr. Ankur Sharma Member 4 4

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held during the year 2018-2019.

COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's policy relating to appointment of Directors payment of Managerialremuneration Directors' qualification positive attributes independence of directors andother related matters has been devised as per the provisions given under Section 178(3) ofCompanies Act 2013.

However the Company has constituted its Nomination and Remuneration Committee as perthe provisions of Section 178(1) of Companies Act 2013 for aforesaid rationale.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors.

The Board's functioning was evaluated on various aspects including inter-alia theStructure of the Board Meetings of the Board Functions of the Board Degree offulfillment of key responsibilities Establishment and delineation of responsibilities tovarious Committees Effectiveness of Board Processes information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. TheDirectors were evaluated on aspects such as attendance contribution at Board/CommitteeMeetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated in a separate meeting of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control covering all financial andoperating functions. These controls have been designed to provide a reasonable assurancewith regard to maintenance of proper accounting controls monitoring of operationsprotecting assets from unauthorized use or losses compliances with regulations and forensuring reliability of financial reporting.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.

RELATED PARTY TRANSACTIONS

Details of related party transactions that were entered into during the financial yearif any under the provisions of Section 188 of the Companies Act 2013 are given in theFinancial Statements. There are no materially significant related party transactions madeby the company which may have potential conflict with the interest of the Company at largeand thus disclosure in Form AOC-2 is not required.

LISTING OF EQUITY SHARES

Your Company's shares are listed with the BSE Limited. The listing fee has been paidfor the financial year 2019 - 2020.

CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs.10 Crores and the net worth ofthe Company is less than Rs.25 Crores the provisions of Regulations1718192021222324252627 and clauses (b) to (i) of sub-regulation 2 of Regulation46 and para C D & E of Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosures Requirements) Regulations 2015 are not applicableto the Company hence corporate governance report has not been enclosed to directorsreport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a. INDUSTRY STRUCTURE AND DEVELOPMENTS:

Your Company is a Non-Banking Financial Company and registered with the Reserve Bank ofIndia under the category of Non-Systematically Important Non-Deposit taking NBFC i.e.Non-Deposit taking NBFC with assets less than Rs. 100 crores. Nifty and other marketindices surged during the financial year 2018-19 but the midcaps and small caps havefailed to witness the surge like the large caps and in fact witnessed sharp fall in theirindices. The year also witnessed considerable stress in certain Housing Finance Companiesand other corporate groups/companies.

b. OPPORTUNITIES & THREATS:

The biggest opportunity for the Indian financial system today is the Indian consumer.Demographic shifts in terms of income levels and cultural shifts in terms of lifestyleaspirations are changing the profile of the Indian consumer. Your Company being aninvestment Company seeks opportunities in the capital market. The volatility in stockindices in the financial year under report represents both an opportunity and challengefor the Company. Further the impact of stress in the NBFC sector spills over to this yearas well it may lead to lower credit off take from NBFCs which may dampen growth inconsumption spending. The most significant threat for any lending activity is toconstantly exhibit operational excellence and contain the loss and mitigate the risks.

c. FUTURE OUTLOOK:

NBFCs are facing liquidity crisis and that coupled with increasing stress in thecorporate segment warrants caution. In fact many corporates were dragged to NCLT underInsolvency and Bankruptcy Code which clearly manifests the stress the corporates arefacing. Further improvements in the capital markets may also positively impact thefinance and investment companies. However the continued deterioration in assets qualityand NPA'S are haunting the finance companies.

d. RISKS & CONCERNS:

In the normal course of business finance and investment companies are exposed tovarious risks namely Credit Risk Market Risk and Operational Risk besides otherresidual risks such as Liquidity Risk Interest Rate Risk Strategic Risk etc. anycompany which is in the business of lending the entire proposition of the Company(providing finance to various segments of the economy) is on the fundamentals of managingthe risk rather than avoiding it. Further the risk of market fluctuations will be a majorrisk associated with the company.

e. INTERNAL CONTROL:

The company has in place adequate internal financial control system. The Company'sinternal control systems including internal financial controls are commensurate with thenature of its business and the size and complexity of its operations and same are adequateand operating effectively. The Audit Committee reviews adequacy and effectiveness of theCompany's internal control system including internal financial control. Your company hastaken proper care for the maintenance of adequate accounting records as required byvarious statutes.

f. PERFORMANCE HIGHLIGHTS:

During the year 2018-2019 the Company has earned gross income of Rs. 10208322 andearned a net profit of Rs. 1904002.

g. NON-PERFORMING ASSETS:

The Company does not have non performing assets as at 31-3-2019.

h. HUMAN RESOURCES:

The current activities of the Company may not require significant human resourcehowever to the extent possible requisite personnel have been engaged to take care oforganization need of human resources. Accordingly your Company attributes importance tohuman resource development activities.

i. CAUTIONARY STATEMENT:

The statements in this Management Discussion and Analysis describing the Company'sobjects projections estimates expectations may be construed as"forward-looking" statements within the meaning of applicable securities lawsand regulations and such forward looking statements involve risks and uncertainties.Actual results may differ materially from those expressed in this statement. Importantfactors that could influence the Company's operations include fluctuations in the capitalmarkets repayments by the borrowers changes in government regulations tax lawseconomic developments within the country and other factors such as litigation andindustrial relations. The Company undertakes no obligation to publicly update or reviseany forward looking statements whether as a result of new information future events orotherwise. Readers are cautioned not to place undue reliance on these forward lookingstatements.

STATUTORY AUDITORS

The Board recommends to re-appoint M/s Rohit Suri & Associates CharteredAccountants Statutory Auditors of the Company 7 Sharda Niketan Pitampura NewDelhi-110034 as the Statutory Auditors of the Company to hold office from the conclusionof this Annual General Meeting till the conclusion of the 39th Annual GeneralMeeting. The Company has received a letter from them to the effect that theirreappointment if made will be in accordance with the provisions of section 139 & 141of the Act and are eligible for re-appointment holding peer review certificate.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report; Auditors' observations areself-explanatory which do not call for any further clarifications.

SECRETARIAL AUDIT REPORT

As per the requirement of Section 204 read with Section 134(3) of the Companies Act2013 and Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 the Company has obtained a certificate from M/s Sourav Malhotra &Associates Company Secretaries for the financial year ended 31st March 2019that the Company has complied with all provisions of Companies Act 2013. The clausesreferred to in compliance certificate are self-explanatory and therefore do not call forany further comments.The extract of Secretarial Audit Report in form MR-3 is annexedherewith as "Annexure-I"

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the CentralGovernment under sub section (1) of section 148 of the Companies Act 2013.

INTERNAL AUDITOR

The Companies Act 2013 has mandated the appointment of Internal Auditor in theCompany. Accordingly the Company has appointed Mr. Vijay Kataria Chartered Accountanthaving ICAI Membership No. 534458 as an Internal Auditor of the Company.

RISK MANAGEMENT

The Company does not have any formal Risk Management Policy as the elements of riskthreatening the company are very minimal. However on discretionary basis the Company hasconstituted the Risk Management Committee to cope up with adequate processes andprocedures in place to mitigate risks of various kinds if any but as no such mattercomes before the Board till date no meeting held as such.

LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees or Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 read with Companies (Meeting of the Board and itsPower) Rules 2014 are given in the Financial Statements.

FIXED DEPOSITS

The Company has not accepted deposit from public during the year and there was nodeposit outstanding on 31st March 2019.

HUMAN RESOURCE DEVELOPMENT

The Company believes that its people are the key differentiators especially in thecurrent knowledge driven competitive and global business environment. Adapting workculture to suit the dynamic balancing of people requirements is an ongoing process. TheBoard of Directors of your company would like to place on record their sincereappreciation for the efforts and contribution made by all the employees of the Company inrealizing the targeted projects of the Company. Your Directors take this opportunity tothank all employees for rendering impeccable services to every constituent of Companycustomers and shareholders.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules made thereunder are not applicable to the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company does not have developed and implemented any Whistle Blower Policy/VigilMechanism initiatives as the said provisions are not applicable to the Company.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITYINITIATIVES

The Company does not have developed and implemented any corporate social responsibilityinitiatives as the said provisions are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return inform MGT-9 is annexed herewith as Annexure-II.

PARTICULARS OF EMPLOYEES AND REMUNERATION

None of the Employees of the Company was in receipt of remuneration which was morethan the limits as prescribed under Section 197 of the Companies Act 2013 read with theCompanies (Particulars of Employees) Rules 1975 and hence no particulars are required tobe disclosed in this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility the other particularsrelating to conservation of energy and technology absorption stipulated in the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are notapplicable. Apart from that there were no foreign exchange earnings or outgo of thecompany during the year under report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders which were passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company's Operations infuture.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 34th Annual GeneralMeeting of the Company are sent to all Members whose email addresses are registered withthe Company/Depository Participant(s). For members who have not registered their e-mailaddresses physical copies are sent through the permitted mode.

APPRECIATION

Your Directors wish to take this opportunity to offer sincere appreciation andacknowledge with gratitude the support and co-operation extended by the clients vendorsbankers registrar and share transfer agent business associates financial institutionsmedia and their agencies and look forward to their continued support and assistance.Weplace on record our appreciation of the contribution made by our employees at all levels.We look forward for such continued hard work solidarity cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the faithreposed in the Company by the Securities and Exchange Board of India the Reserve Bank ofIndia and the Government of India.

For and on behalf of the Board of Directors
M/s Panafic Industrials Limited

 

Sd/- Sd/-
Sarita Gupta Renu
Director Director
DIN: 00113099 DIN: 03572788
D-158 Pushpanjli Enclave H-3/197 Kuwar Singh Nagar Najafgarh
Pitam Pura Delhi- 110034 Road Nangloi Delhi-110041
Place: Delhi
Date: 3rd September 2019