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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
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VOLUME 77576
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Sell Price 0.00
Sell Qty 0.00
OPEN 0.52
CLOSE 0.52
VOLUME 77576
52-Week high 3.78
52-Week low 0.25
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Panafic Industrials Ltd. (PANAFICINDUSTRI) - Director Report

Company director report

To

The Members

Panafic Industrials Limited.

Your Directors are pleased to present the 3Td Annual Report on thebusiness operations and financial performance of the company for the financial year endedon 31st March 2017.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars

For The Year Ended

31st March 2017 31st March 2016
Sales/ Operating Income 584.53 93.07
Other Income - -
Total Revenue 584.53 93.07
Expenses:-
Purchase of Stock in trade 460.00 -
Changes in Inventory of Stock -in-Trade - -
Employee Benefit Expenses 33.28 33.05
Depreciation and Amortisation Expenses 0.35 -
Administrative & Other expenses 26.79 34.60
Contingent Provision For Standard Assets 1.51 (0.09)
Total Expenses 521.93 67.56
Profit Before Tax 62.61 25.51
Less: Current Tax 18.69 7.88
Deferred Tax (0.49) 0.06
Prior Period Tax Adjustment - -
Profit/(Loss) After Tax 44.41 17.57

BUSINESS REVIEW

Financial year 2016-17 concluded with a Net Profit of Rs. 4441432/- for thecompany which is Rs. 2683950/- more than the previous financial year 2015-16. Sincereefforts were made at all levels of the organization to cut costs and also to keep theexpenses in check despite the inflationary tendencies of the market.

TRANSFER TO RESERVES IN TERMS OF SECTION 45-TC 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 2017 transferredRs.888286/- in respect of current year's profit to Statutory Reserve Fund from GeneralReserve. The total amount accumulated in Statutory Reserve Fund is Rs. 1864650/- on 31stMarch 2017.

MATERIAL CHANGES

CHANGE IN CONTROL AND MANAGEMENT OF THE COMPANY

During the financial year the Company received the resignation of Mr. Rajeev KumarGupta from the position of Managing Director of the company the Board of directorsapproved the same w.e.f January 03 2017 in the duly held board meeting

Further the Company wished for the re-appointment Ms. Renu (DIN: 03572788) whoretires by rotation in our ensuing 32nd Annual General Meeting as per therequirement of Section 152(6) of the Companies Act 2016 and being eligible to offerherself for re-appointment.

Company Secretary & Compliance Officer

The Companies Act 2013 has mandated the appointment of Company Secretary in all listedCompanies. Therefore Ms. Ronika Bharara a member of the Institute of Company Secretariesof India was appointed as the Company Secretary & Compliance Officer of the Companyw.e.f. 10th June 2015 upon recommendation and approval by the RemunerationCommittee and the Board.

*The same detail has already been given in our last report.

Internal Auditor

The Companies Act 2013 has mandated the appointment of Internal Auditor in theCompany. Accordingly the Company has appointed Mr. Vijay Katana Chartered Accountanthaving ICAI Membership No. 534458 as an Internal Auditor of the Company in the BoardMeeting held on 31st March 2015.

*The same detail has already been given in our last report.

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 held on 6thSeptember 2014 has appointed Mrs. Santa Gupta 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

Pursuant to the provisions of Non Banking Financial Companies Acceptance of PublicDeposits (Reserve Bank) Directions 1998 as amended time to time the Board of Directorsof the Company have re-confirmed in the Board Meeting held on 30th May 2017that the Company had neither accepted any public deposits in the past nor it was holdingany public deposits on the date of that Board Meeting and that the Company will not acceptany public deposits in future without prior written permission of Reserve Bank of India

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 THETR 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.

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 Date of Cessation
1. Mrs. Santa Gupta 00113099 Director 17/07/2014
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

Eight Board Meetings were held during the year 2016-2017 and the gap between twomeetings did not exceed four months. The details of which are as follows:

Serial No Date of Board Meeting
1. May 30 2016
2. August 13 2016
3. August 27 2016
4. November 04 2015
5. January 03 2017
6. January 16 2017
7. February 10 2017
8. March 31 2017

DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD

Name of the Directors No. of Board Meetings attended during Financial Year 2016 - 2017 Whether Previous AGM attended or not No. of other Directorship in other Public Companies*
Mr. Rajeev Kumar Gupta 5 Yes Nil
Mrs. Sarita Gupta 8 Yes 1
Mr. Ankur Sharma 8 Yes Nil
Mr. Sanjeev Kumar 8 Yes Nil
Ms. Renu 8 Yes Nil

COMMITTEES

Audit Committee

S. No. Name of the Director Designation Nature of Directorship
1. Mr. Rajeev Kumar Gupta Member and Director Executive Director
2. Mr. Ankur Sharma Director Non-Executive Independent Director
3.. Mr. Sanjeev Kumar Chairman of the Committee Non-Executive Independent Director

Meetings and Attendance during the year

Four Audit Committee Meetings were held during the year 2016-2017. The dates on whichthe said meetings were held are as follows:

S.No. Date of Meeting Committee Strength No. of Members Present
1. May 30 2016 3 3
2. August 13 2016 3 3
3. November 4 2016 3 3
4. February 10 2017 2 2

Nomination and Remuneration Committee

The Remuneration Committee has been reconstituted and presently comprises of thefollowing Directors:

S. No. Name of the Director Designation Nature of Directorship
1. Mr. Ankur Sharma Member Non-Executive Independent Director
2. Mr. Sanjeev Kumar Member and Chairman Non-Executive Independent Director
3. Mrs. Sarita Gupta Member Non-Executive Director

Meetings and Attendance during the year

One Nomination and Remuneration Committee Meeting was held during the year 2016-17. Thedates on which the said meetings were held are as follows:

S.No. Date of Meeting Committee Strength No. of Members Present
1. January 03 2017 3 3

Shareholder's/Investor Grievance Committee

S. No. Name of the Director Designation Nature of Directorship
1. Mrs. Sarita Gupta Chairperson Non-Executive Director
2. Mr. Sanjeev Kumar Member Non-Executive Independent Director
3. Mr. Ankur Sharma Member Non-Executive Independent Director

Meetings and Attendance during the year

Four Shareholder's/Investor Grievance Committee Meetings were held during the year2016-2017. The dates on which the said meetings were held are as follows:

S.No. Date of Meeting Committee Strength No. of Members Present
1. May 30 2016 3 3
2. August 13 2016 3 3
3. November 4 2016 3 3
4. February 10 2017 3 3

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting was held during the year 2016-2017.

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 2017:

i. That in the preparation of the annual accounts for the financial year ending 31stMarch 2016 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 and loss 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.

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 Ajay Kumar and AssociatesCompany Secretaries for the financial year ended March 31st 2017 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: 06th September 2017