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Panafic Industrials Ltd.

BSE: 538860 Sector: Financials
NSE: N.A. ISIN Code: INE655P01029
BSE 15:27 | 23 Apr 0.36 -0.03
(-7.69%)
OPEN

0.38

HIGH

0.40

LOW

0.36

NSE 05:30 | 01 Jan Panafic Industrials Ltd
OPEN 0.38
PREVIOUS CLOSE 0.39
VOLUME 8977
52-Week high 0.81
52-Week low 0.24
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.36
Buy Qty 40023.00
Sell Price 0.39
Sell Qty 3544.00
OPEN 0.38
CLOSE 0.39
VOLUME 8977
52-Week high 0.81
52-Week low 0.24
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.36
Buy Qty 40023.00
Sell Price 0.39
Sell Qty 3544.00

Panafic Industrials Ltd. (PANAFICINDUSTRI) - Director Report

Company director report

To

The Members

Your Directors are happy to present the 33rd Annual Report of yourCompany together with the Audited Accounts drawn for the year ended on 31stMarch 2018.

FINANCIAL RESULTS (Rupees)

Particulars For The Year Ended
31st March 2018 31st March 2017
Sales/ Operating Income 10773401 12449300
Other Income 140064 4425
Total Revenue 10913465 12453725
Expenses:-
Purchase of Stock in trade - -
Changes in Inventory of Stock -in-Trade - -
Employee Benefit Expenses 2430525 3327635
Depreciation and Amortisation Expenses 867491 34542
Administrative & Other expenses 6754872 1082171
Contingent Provision For Standard Assets - -
Finance Cost 292830 1768658
Total Expenses 10345718 6213005
Profit Before Tax 567748 6240720
Less: Current Tax 391628 1817904
Deferred Tax (159892) 46200
Prior Period Tax Adjustment - -
Profit/(Loss) After Tax 336011 4376616

BUSINESS PERFORMANCE

Financial year 2017-18 concluded with a Net Profit of Rs. 336011/- 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.

TRANSFER TO RESERVES IN TERMS OF SECTION 45-IC OF THE RESERVE BANK OF INDIA ACT 1934

In order to ensure compliance with Section 45-IC of the Reserve Bank of India Act1934 the Company has for the financial year ended 31st March 2018 transferred Rs.67202/- in respect of current year s profit to Statutory Reserve Fund from GeneralReserve. The total amount accumulated in Statutory Reserve Fund is Rs. 1927092/- on 31stMarch 2018.

MATERIAL CHANGES

CHANGE IN CONTROL AND MANAGEMENT OF THE COMPANY

Further the Company wished for the re-appointment Ms. Renu (DIN: 03572788) whoretires by rotation in our ensuing 33rd 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. Ronika Bharara Company Secretary and Compliance Officer of theCompany resigned from her office w.e.f 06th August 2018 and Ms. Eti Vashistwas appointed as a Company Secretary and Compliance Officer of the Company w.e.f 06thAugust 2018.

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.

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).

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 2017-18.

PUBLIC DEPOSITS

The Company has not accepted deposit from public during the year and there was nodeposit outstanding on 31st March 2018.

STATUTORY AUDITORS

The Board recommends to ratify the appointment of M/s Rohit Suri & AssociatesChartered Accountants Statutory Auditors of the Company 7 Sharda Niketan PitampuraNew Delhi-110034 as the Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting till the conclusion of the 34thAnnual General Meeting. The Company has received a letter from them to the effect thattheir reappointment if made will be in accordance with the provisions of section 139& 141 of the Act and are eligible for re-appointment holding peer reviewcertificate.

There is no qualification reservation or adverse remark in the report.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report; Auditors observations are selfexplanatory which do not call for any further clarifications.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Sanjeev Kumar and Mr. Ankur Sharma 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.

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.

INTERNAL CONTROL SYSTEM

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.

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 RemunerationCommittee as per the provisions of Section 178(1) of Companies Act 2013 for aforesaidrationale.

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 Directors Report.

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

S. No. Name of the Director DIN Designation Date of Appointment
1. Mrs. Sarita Gupta 00113099 Managing Director 30/09/2014
2. Ms. Renu 03572788 Director 30/09/2014
3. Mr. Ankur Sharma 06625403 Director 09/07/2013
4. Mr. Sanjeev Kumar 06625416 Director 09/07/2013

MEETINGS OF THE BOARD

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 6 times viz 30thMay 2017 14th August 2017 28th August 2017 06thNovember 2017 10th February 2018 and 31st March 2018.

DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD

Name of the Directors No. of Board Meetings attended during Financial Year 2017 2018 Whether Previous AGM attended or not No. of other Directorship in other Public Companies*
Mrs. Sarita Gupta 6 Yes 1
Mr. Ankur Sharma 6 Yes Nil
Mr. Sanjeev Kumar 6 Yes Nil
Ms. Renu 6 Yes Nil

COMMITTEES

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 2017 14thAugust 2017 06th November 2017 and 10th February 2018.

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

S. No. Name of the Director Designation Number of meetings during the financial year 2017-2018
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 four times 30th May 2017 14th August 2017 06thNovember 2017 and 10th February 2018.

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

S. No. Name of the Director Designation

Number of meetings during the financial year 2017-2018

Held Attended
1. Mr. Ankur Sharma Member 4 4
2. Mr. Sanjeev Kumar Member and Chairman 4 4
3. Mrs. Sarita Gupta Member 4 4

C) Shareholder's/ Investor Grievance Committee

The Company has constituted Stakeholder s Relationship Committee mainly to focus on theRedressal of Shareholdres /Inverstors 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 &

Relationship Committee met four times 30th May 2017 14thAugust 2017 06th November 2017 and 10th February 2018.

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

S. No. Name of the Director Designation Number of meetings during the financial year 2017-2018
Held Attended
1. Mrs. Sarita Gupta Chairperson 4 4
2. Mr. Sanjeev Kumar Member 4 4
3. Mr. Ankur Sharma Member 4 4

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held during the year 2017-2018.

LISTING AGREEMENT COMPLIANCES

Your Directors are pleased to inform you that during the year under review allcompliances related to listing agreement with BSE Limited and The Delhi Stock Exchangehave been duly complied with.

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-I.

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 2018:

i. That in the preparation of the annual accounts for the financial year ending 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures; ii. That the directors had selected suchaccounting policies and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; iii. That the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv. The Directors have prepared the annual accounts of Company on agoing concern 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 devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

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.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve.

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.

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.

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.

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 Mohit Singhal & AssociatesCompany Secretaries for the financial year ended March 31st 2018 that the Company hascomplied with all provision of Companies Act 1956 and 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-II"

PARTICULARS OF EMPLOYEES

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.

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.

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: 28th August 2018