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Panjon Ltd.

BSE: 526345 Sector: Health care
NSE: N.A. ISIN Code: INE744D01019
BSE 10:14 | 31 Jan 16.35 0
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NSE 05:30 | 01 Jan Panjon Ltd
OPEN 16.35
PREVIOUS CLOSE 16.35
VOLUME 2383
52-Week high 33.40
52-Week low 12.65
P/E
Mkt Cap.(Rs cr) 25
Buy Price 16.35
Buy Qty 117.00
Sell Price 16.45
Sell Qty 437.00
OPEN 16.35
CLOSE 16.35
VOLUME 2383
52-Week high 33.40
52-Week low 12.65
P/E
Mkt Cap.(Rs cr) 25
Buy Price 16.35
Buy Qty 117.00
Sell Price 16.45
Sell Qty 437.00

Panjon Ltd. (PANJON) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2021 -22

To

The Members

Your directors have pleasure in presenting their Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2022.

1. FINANCIAL HIGHLIGHTS (Standalone and Consolidated)

During the year under review performance of your company as under:

Particulars (Standalone) Year ended 31st march 2022 (Consolidated) Year ended 31st march 2022 (Standalone) Year ended 31st march 2021 (Consolidated) Year ended 31st march 2021
Revenue from operation (Total) 87295696 87295696 148660276 148660276
Expenditure 127441370 127441370 146735424 146735416
Profit/(Loss) before Extraordinary items & tax -40145674 1924851 1924860
Less: Extraordinary items 0 0 0 0
Profit/(Loss) before tax -40145674 -40145674 1924851 1924860
Less: Tax Expense
Profit from Associate 0 17925 0 (7437)
-156250 -156250 65337 65337
Income tax (Earlier year) 0 0 (300000) (300000)
Income tax (current year) (1215171) (727703)
Deferred tax -1215171 (727703) 0
Share in profit of associate company 0 0 0
Profit/(Loss) after tax 962485 (41499170) 962485 955057

2. REVIEW OFCOMPANY'S AFFAIRS AND FUTURE OUTLOOK

Your Directors Report that during the year under review the total turnover of theCompany on standalone basis decreased to Rs. 8.72 Crores from Rs. 14.86 Crores in theprevious year Your director is focusing the expansion of the market of the products ofthe your Company During the year Company has focused on the advertisement of the Companycore products Panjon&Swad. Your Directors are focusing on promoting the brands of theCompany Panjon&Swad so that the Goodwill earned by this brand may be used inincreasing the sales of the Company and thereby the profits of the Company. Your directorslook forward for better working results in the years to come.

3. DIVIDEND

In order to plough back the profits for the activities of the company your directorsdo not recommend any dividend for the financial year.

4. AMOUNTS TRANSFERRED TO RESERVES

The amount of Loss of Profit and Loss account of Rs. (28371068)/- has been adjustedto Reserves and Surplus in the Balance Sheet.

5. CHANGES IN SHARE CAPITAL IF ANY

During the Financial Year 2021-22 there was no change in the share capital of thecompany.

6. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

During the year Company has not issues any equity shares with Differential Rights.

7. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS During the year Company hasnot issues any employee stock options.

8. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES During the year Company hasnot issues any sweat equity shares.

9. EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the Financial Year 2021-22as required under section92(3) of the Companies Act 2013 in Form MGT-9 is placed on the web address of the companyi.ehttp://www.panjon.in/

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is given as an Annexure II whichforms part of this report.

11. NUMBER OF BOARD MEETINGS

During the Financial Year 2021-22 [5] meetings of the Board of Directors of thecompany were held.

S.No. Date of Board Meeting Board Strength No. of Directors Present
01 30/06/2021 6 6
02 10/08/2021 6 6
03 21/08/2021 6 6
04 12/11/2021 6 6
05 10/02/2022 6 6

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186

Complete details of LGSI covered under Sec 186 of CA 2013. A suggestive format isprovided below to provide the required details:

Company has not made any Loan Guarantee and Investment under section 186 of CompaniesAct 2013.

Details of Loans: Nil Details of Investments: Nil

Details of Guarantee / Security Provided: Nil

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2021-22 in the prescribedformat AOC 2 has been enclosed with the report Annexure-I.

14. AUDITORS AND THEIR REPORT

Your Directors Comments on the Auditor Report is as follows:

Your Management is taking the Best possible steps for proper maintenance of the recordsof the Inventories and also ensure to physically verifying the Inventories of the Company.Company is trying to implement such systems for maintenance of the records and try toregularize the same in future.

There are no qualifications reservations or adverse remarks or disclaimers made by Giriraj& Lohiya the Statutory Auditors have not reported any incident of fraud to theAudit Committee of the Company in the year under review.

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes/events if any occurring after balance sheet date tillthe date of the report to be stated.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

a) Conservation of Energy:

Steps taken for conservation Company is installing such devices and instruments so as to minimize the energy consumption and preserve the energy resources.
Steps taken for utilizing alternate sources of energy Company is not using the alternate sources of energy.
Capital investment on energy conservation equipments Company has not done any capital investment on energy conservation; however company has installed the energy efficient machines so as to save energy.

b) Technology Absorption: Nil

c) Foreign Exchange Earnings/ Outgo: NIL

17. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:

Name of Associate Company No. of Shares Held Percentage of Holding (%)
Raunaq Laboratories Ltd 1000000 40%

18. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consist of the following directors namely:-

DIN/PAN NO NAME DESIGNATION DATE OF APPOINTMENT DATE OF CESSATION
00910638 PRAKASH DOSHI Director 31/07/2002 -
00572543 JAY KUMAR KOTHARI Managing director 03/09/2015 -
00567422 ANJU KOTHARI Director 14/02/2019 -
01675521 ANJALI SHUKLA Additional Director 01/02/2010 07/08/2022
02610151 AMIT MANGALCHAND Director 31/07/2002 -
MEHTA
07867093 POOJA VISHAL BHANDARI Director 27/09/2017 -
ABDPA8630Q PRAMOD KUMAR AJMERA CFO 03/09/2015 -
BCZPV7514C KHUSHBOO VOHRA CS 21/08/2021 04/06/2022

20. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL: NIL

21. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT: NIL

22. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and the same were operating effectively throughout the year.

23. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a vigil mechanism for directors and employees to report genuine concerns has beenestablished.

24. DEPOSITS

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

25. MANAGERIAL REMUNERATION

During the year 2021-22 your company has paid remuneration of Rs. 1800000/- to thefollowing Directors:

S.No. Name Designation Amount
1. Shri Jay Kothari Chairman & Managing Director 900000
2. Smt. Anju Kothari Director 900000

26. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY: NIL

27. BOARD INDEPENDENCE:

Our definition of 'Independence' of Directors is derived from Listing Obligation andDisclosure Requirements (LODR) 2015with Stock Exchanges and Section 149(6) of theCompanies Act 2013. Based on the confirmation/disclosures received from the Directors andon evaluation of the relationships disclosed the following Non-Executive Directors areIndependent in terms of Clause 49 of the Listing Agreement and Section 149(6) of theCompanies Act 2013:-

a) Mr. Prakash Doshi

b) Mr. Amit Mangalchand Mehta

c) Mrs. Pooja Bhandari.

28. RE-APPOINTMENT OFINTERNALAUDITOR:

Company has appointed M/s. Jakhetiya& Co. as Internal Auditor to carry out theInternal Audit function.

29. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed Parul Dwivedi&Associates.Practising Company Secretaries to conduct the Secretarial Audit and her Report onCompany's Secretarial Audit is appended to this Report as Annexure-IV

30. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY: NA

31. CORPORATE GOVERNANCE:

The Company is committed to maintaining the standards of Corporate Governance andadhering to the Corporate Governance requirements as set out by Securities and ExchangeBoard of India. The Report on Corporate Governance as stipulated under Listing Obligationand Disclosure Requirements (LODR) 2015forms part of the Annual Report. The Certificatefrom the Managing Director of the Company confirming compliance with the conditions ofCorporate Governance as stipulated under Listing Obligation and Disclosure Requirements(LODR) 2015is also published elsewhere in this Annual Report. Annexure-V.

32. STATUTORY AUDITORS

In the 36th Annual General Meeting the Statutory Auditors M/sGiriraj&Lohiya Chartered Accountants (Firm Registration Number.006031C) wereappointed for a term of five years i.e. until the conclusion of Pursuant to provisions ofsection 139 of the Companies Act 2013 and rules made thereunder the term of AnnualGeneral Meeting to be held in the Year 2024 Office of M/s Giriraj&Lohiya CharteredAccountants (Firm Registration Number.006031C) under Section 139 and 142 of the CompaniesAct 2013 and the rules framed there-under for appointment as Statutory Auditors of theCompany.The Statutory Auditors have given a confirmation to the effect that they areeligible to continue with their appointment and that they have not been disqualified inany manner from continuing as Statutory Auditors. The remuneration payable to theStatutory Auditors shall be determined by the Board of Directors based on therecommendation of the Audit Committee.

33. COST AUDITORS: NA

34. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2022 the applicable accounting standards had been followed along with properexplanation relating to material departures;

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 as at 31st March 2021 and of the profit/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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively. [Listof laws applicable to the company may be mentioned here]

35. OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved positive engagement of personnel on the plant at every level.With regard to contractor safety two key areas of focus were identified namely FacilityManagement for the contractors' employees and Equipment Tools & Material Management.The Facility Management initiative was implemented to ensure adequate welfare facilitiesfor contract labour such as washrooms with bathing facilities rest rooms availability ofdrinking water etc. The Equipment Tools & Material Management Program ensured thatthe tools used by contractors were safe. The process of screening of contractors was mademore stringent to ensure that the contractors were aligned with the Company's objectivesto ensure 'Zero Harm'.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your company hasconstituted Internal Complaints Committees (ICC). Statement showing the number ofcomplaints filed during the financial year and the number of complaints pending as on theend of the financial year is shown as under: -

Category No. of complaints pending at the beginning of F.Y. 2021-22 No. of complaints filed during the F.Y. 2021-22 No. of complaints pending
Sexual Harassment Nil Nil Nil

Since there is no complaint received during the year which is appreciable as themanagement of the company endeavor to provide safe environment for the female employees ofthe company.

37. DECLARATION BY THE INDEPENDENT DIRECTORS:

All the Independent Directors have given their declaration of Independence stating thatthey meet the criteria of independence as prescribed under section 149(6) of the CompaniesAct 2013. Further that the Board is of the opinion that all the independent directorsfulfill the criteria as laid down under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 during the year 202122.

38. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.

39. PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each whole-time director and key managerial personnel(KMP) to the median of employees' remuneration as per Section 197 (12) of the CompaniesAct 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of the Board's report as Annexure-III.

Additionally the following details form part of Annexure III to the Board'sreport:

• Remuneration to Whole Time Directors

• Remuneration to non-executive / independent directors

• Percentage increase in the median remuneration of employee in the financial year

• Number of permanent employees on the rolls of company

• The company did not allot any sweet equity shares or having employees' stockoption scheme.

40. EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS:

Pursuant to the provisions of section 134 (3) (p) of the Companies Act 2013 andapplicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and Individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. The evaluation of the Independent Directors wascarried out by the entire Board and that of the Chairman and the Non-Independent Directorswere carried out by the Independent Directors. The Directors were satisfied with theevaluation results which reflected the overall engagement and effectiveness of the Boardand its Committees with the Company.

41. BOARD DIVERSITY

The Company recognizes and embraces the importance of diverse board in overall Success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity gender and race that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of Board and separate its function ofgovernance and management.

42. SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards as specified by the Institute of Company Secretaries of Indiafor Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effectfrom 1stJuly 2015. The Company is in compliance with the same.

43. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review the provision of section 125(2) of Companies Act 2013 donot apply as the company was not required to transfer any amount to the Investor EducationProtection Fund (IEPF) established by Central Government of India.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCYCODE 2016:

During the year under review there were no applications made or proceeding pending inthe name of the Company under Insolvency and Bankruptcy Code 2016.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATIONWHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTION:

During the year under review there has been no one-time settlement of loan from Bankand Financial Institution.

46. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge withgratitude for the assistance cooperation and encouragement by valued customerssuppliers bankers shareholders and employees of the company and look forward for theircontinued support.

By Order of the Board PANJON LIMITED
SD SD
JAY KOTHARI ANJU KOTHARI
Place: Indore Managing Director Director
Date: 29/08/2022 DIN:00572543 DIN:00567422

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