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Panjon Ltd.

BSE: 526345 Sector: Health care
NSE: N.A. ISIN Code: INE744D01019
BSE 05:30 | 01 Jan Panjon Ltd
NSE 05:30 | 01 Jan Panjon Ltd

Panjon Ltd. (PANJON) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2019-20 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 31s' March 2020.

1. FINANCIAL HIGHLIGHTS (Standalone and Consolidated)

During the year under review1 performance of your company as under:

Particulars (Standalone) (Consolidated) (Standalone) (Consolidated)
Year ended 31s' march 2020 Year ended 31st march 2020 Year ended 31st march 2019 Year ended 31s' march 2019
Revenue from operation (Total) 267160407 267160407 263017657 263a 17657
Expenditure 265288293 265288293 260185753 260185753
Profit/(Loss) before Extraordinary items & tax 1872114 1872114 2831905 2831905
Less: Extraordinary items 0 0 0 0
Profit/(Loss) before tax 1872114 1872114 2831905 2831905
Less: Tax Expense *-
Profit from

 

0 ee investment is proposed to be utilized by the recipient

Details of Guarantee / Security Provided: Nil

S L N 0 Date of providing security/guar antee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission

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 2018-19 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

1. Your Management is taking the Best possible steps for proper maintenance of therecords of the Inventories and also ensure to physically verifying the Inventories of theCompany. Company is trying to implement such systems for maintenance of the records andtry to regularize the same in future.

2. There are no qualifications reservations or adverse remarks or disclaimers made byB.M Chatrath <& co. The Statutory' Auditors have not reported any incident offraud to the Audit 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 Energv:

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:

Efforts made for technology absorption NIL
Benefits derived
Expenditure on Research & Development if any
Details of technology imported if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place if any

c) Foreign Exchange Earnings/ Outgo: NIL

Earnings
Outgo

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 arcdiscussed 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 APPOINTME NT DATE OF CESSATION
00618999 SAJJAN KOTHARI Director 31/10/2001 01/01/2020
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
02610151 AM IT MANGALCHAND MEHTA Director 31/07/2002
07867093 POOJA VISHAL BHANDARI Director 27/09/2017
ABDPA8630Q PRAMOD KUMAR AJMERA CFO 03/09/2015
ACQPJ2770C SUDARSHAN MOTILAL JAIN CS 01/09/2018 *

20. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REG ULATORS 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 2013.a 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.

24. MANAGERIAL REMUNERATION

During the year 2019-20 your company has paid remuneration of Rs. 18.00000/- to thefollowing Directors:

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

25. RECEIPT OF ANY COMMISSION BY MD / \VTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY: NIL

26. BOARD INDEPENDENCE:

Our definition of ‘Independence' of Directors is derived from Clause 49 of theListing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013.Based on the confirmation/disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofClause 49 of the Listing Agreement and Section 149(6) of the Companies Act 2013:-

a) Mr. Prakash Doshi

b) Mr. Amit Mangalchand Mehta

c) Mrs. Pooja Bhandari.

27. RE-APPOINTMENT OF INTERNAL AUDITOR:

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

28. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed Ramesh Chandra Mishra & Co.Practising Company Secretaries to conduct the Secretarial Audit and his Report onCompany's Secretarial Audit is appended to this Report as Annexure-Ill

29. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY: NA

30. 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 Clause 49 of theListing Agreement forms part of the Annual Report. The Certificate from the ManagingDirector of the Company confirming compliance with the conditions of Corporate Governanceas stipulated under Clause 49 is also published elsewhere in this Annual Report.Annexure-VI.

31. STATUTORY AUDITORS

In the 36th Annual General Meeting the Statutory Auditors M/s Giriraj &Lohiya Chartered Accountants (Firm Registration Number.006031C) were appointed for aterm of five years i.e. until the conclusion of Pursuant to provisions of section 139 ofthe Companies Act 2013 and rules made thereunder the term of Annual General Meeting tobe held in the Year 2024 Office of M/s Giriraj & Lohiya Chartered Accountants (FirmRegistration Number.006031C) under Section 139 and 142 of the Companies Act 2013 and therules framed there-under for appointment as Statutory Auditors of the Company. Theirappointment is subject to ratification by the Members at every subsequent Annual GeneralMeeting held after the AGM held on 30th September 2019. Pursuant to the amendments madeto Section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom 07th May 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. In view of theabove ratification of the Members for continuance of their appointment at this AnnualGeneral Meeting is not being sought. The Statutory Auditors have given a confirmation tothe effect that they are eligible to continue with their appointment and that they havenot been disqualified in any manner from continuing as Statutory Auditors. Theremuneration payable to the Statutory Auditors shall be determined by the Board ofDirectors based on the recommendation of the Audit Committee.

32. COST AUDITORS: NA

33. 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 31s'March 2020 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 2020 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively . [List of laws applicable to the company may be mentioned here]

34. 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'.

35. 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 there under yourcompany has constituted Internal Complaints

Committees (ICC). Statement showing the number of complaints filed during the financialyear and the number of complaints pending as on the end of the financial year is shown asunder: -

Category No. of complaints pending at the beginning of F.Y. 2019-20 No. of complaints filed during the F.Y. 2019- 20 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.

36. 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 SEB1 (LODR)Regulations 2015 during the year 2019-20.

37. 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.

38. PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each whole-time director and key managerial personnel(K.MP) 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-IV.

Additionally the following details form part of Annexure IV to the Board's report:

• 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

• There has not been any employee drawing remuneration exceeding 1.02 Croresduring the year employed for the full year or Rs. 8.50 lakhs employed for part of theyear.

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

39. 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 SEB1 (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.

40. 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.

41. 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 IstJuly 2015. The Company is in compliance with the same.

42. 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.

43. 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/- JAY KOTHARI ANJU KOT1IARI
SD/- Managing Director Director DIN: 00572543 DIN: 00567422
Place: Indore Date: 03/09/2020

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