Paos Industries Ltd.
|BSE: 530291||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE791C01012|
|BSE 00:00 | 30 Jul||Paos Industries Ltd|
|NSE 05:30 | 01 Jan||Paos Industries Ltd|
|BSE: 530291||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE791C01012|
|BSE 00:00 | 30 Jul||Paos Industries Ltd|
|NSE 05:30 | 01 Jan||Paos Industries Ltd|
TO THE MEMBERS
Your Directors have the pleasure in presenting the 29thAnnual Report of theCompany together with the Audited Accounts (Standalone and Consolidated) for the financialyear ended 31stMarch 2019.
The financial figures for the year under review are given below:
The company has not carried on any business activity during the year under review.
CHAGNE OF NAME OBJECTS & REGISTERED OFFICE
During the year under review the company has changed its name from "RAJ AGROMILLS LIMITED" to "PAOS INDUSTRIES LIMITED" altered its ObjectClause to carry on the business of household soaps detergents alike shifted itsRegistered Office from the Union Territory of New Delhi to the State of Punjab. All thenecessary approvals sanctions consents orders of the competent authorities andregulators have been obtained by the company. Also the company issued further EquityShares and Warrants during the year on preferential allotment basis and also obtained thenecessary listing and trading approval of Bombay Stock Exchanges in respect of thepreferential allotment made.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The financial statements have been prepared as per the Ind-AS whereby the preferentialshare capital has been classified into debt liability and to find out the present valuethe nominal value of these preference shares has been discounted @10% being rate ofdividend payable on these shares. The dividend/interest accrued there-upon for therelevant financial year has been included and booked as "finance cost" while theDeferred Revenue (being difference between face/nominal value of shares and present valueon these at time of their issue) being a liability has been written back through Statementof Profit & Loss by booking notional "Other Income". As a result of whichthe loss after tax for the FY 2019 stands at Rs.25.62 lakhs as compared to Rs.0.19 lakhsin FY 2018.
INFORMATION ON STATE OF COMPANY'S AFFAIR
The company has not carried any commercial activity during the year under review. Ithas no labour force but employed only administrative personnel.
The company has entered into joint venture by becoming a Partner in a newlyincorporated Partnership Firm namely "PAOS Productions". The said firm intendsto enter into new project of Laundry Soap Toilet Soap and detergents powder formulationswithout manufacturing of LABSA facility and its building is under construction.
Your Directors express their inability to recommend any dividend for the year.
During the year under review the Company has not accepted or renewed any depositsfalling within the purview of the Companies Act 2013 and the rules made there-underhowever the company has received and accepted money/loan only from its Managing Directornamely Mr. Sanjeev Bansal which does not fall within the definition of deposits in termsof Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rule 2014 as amended. Theamount of said money/loan stands at Rs.123624507/- as on 31.03.2019.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared and paid last year the provisions of Section 125of the Companies Act 2013 does not apply.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
The profit/loss of the current year has been transferred to the Reserves& Surplus.
CHANGES IN SHARE CAPITAL
The Company has issued and allotted 20 00 000 Equity Shares of Rs.10/- each onpreferential allotment basis and consequently its Equity Share Capital stand increased toRs.51036000/- with the addition of Rs.20000000/- in it. Further the company alsoissued during the year the 1000 000 Share Warrants convertible into Equity Shares within18 months from the date of allotment i.e.23.08.2018. The Preferential Allotment of EquityShares and Warrants have been made in compliance to the provisions of Companies Act 2013the Rules made there-under and SEBI Regulations. The necessary approvals of Bombay StockExchange have been obtained for listing of additional equity share and issue of warrants.
Moreover due to adoption of Ind-AS the preferential share capital standing in bookshas been re-classified as Debt Liability and the financial statements have been preparedin compliance to Ind-AS.
CHANGES IN DIRECTORS
The term of Mr Sanjeev Bansal as a Managing Director is expiring on 15thSeptember 2019 and the term of Mr. Jatinder Singh as an Independent Director is expiringon 30th September 2019. However the Board recommends for kind considerationand approval of worthy shareholders the re-appointment of Mr. Sanjeev Bansal as ManagingDirector for a further period of five years effecting from 15.09.2019. Whereas Mr.Jatinder Singh in the Board Meeting held on 13.08.2019 has expressed his inability tocontinue as Director of the Company and tendered his resignation from the post ofDirectorship of the company. The Board of Directors requested Mr. Jatinder Singh tocontinue on the Board till forthcoming Annual General Meeting to which heassented/consented. The Board has appointed Mr Puneet Singhania as Additional Director ofthe company with effect from 13th August 2019 and recommends for kindconsideration and approval of worthy members of the company the appointment of Mr. PuneetSinghania as Independent Director in place of Mr Jatinder Singh for a period of five yearwith effect from 30th day of September 2019. Mrs. Rama Bansal is liable toretire by rotation and being eligible offer herself for re-appointment.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
During the Financial Year 2018-19 the Company has not given any loan or Guarantee orprovided security in connection with a loan to any other body corporate and person andalso the company has not made any investment in any other body corporate.
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards ("Ind AS") and the Standalone and Consolidated FinancialResults for the year 2018-19 have been prepared in accordance with Ind AS prescribedunder Section 133 of the Companies Act 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.
AUDITOR'S Statutory Auditors
Under section 139 of the Companies Act 2013 and the Rules made there-under it ismandatory to rotate the statutory auditors on completion of maximum term permitted underthe Act. In line with the requirements of the Companies Act 2013 M/s Rajiv Rajeev &Associates Chartered Accountants Ludhiana was appointed as the statutory auditors of thecompany to hold office from the conclusion of 27th Annual General Meeting held on 29thSeptember 2017 till the conclusion of 32nd Annual General Meeting to be heldin the year 2022 subject to ratification by the members at the general meeting or as maybe necessitated by the Act from time to time. Accordingly the appointment of M/s RajivRajeev & Associates Chartered Accountants Ludhiana is being placed before theshareholders for ratification.
Statutory Auditor's Report
The Auditor's Reports on the Standalone and Consolidated Financial Statements for thefinancial year 2019 do not contain any qualification reservation or adverse remark. TheAuditor's Report is enclosed with the financial statements in this report. No comments bythe Board of Directors required upon the Auditor' Reports.
As the company is not into operation and does not carry on any manufacturing activitieshence the provisions regarding applicability of Cost Audit are not applicable to thecompany.
As required under section 204 of the Companies Act 2013 and Rules there-under theBoard has appointed M/s Rajeev Bhambri &Associates Practicing Company Secretaries asthe Secretarial Auditor and the said firm had conducted the secretarial audit for thefinancial year 2018-19. The Secretarial Auditors' Report for the financial year 2019 doesnot contain any qualification reservation or adverse remark. The Auditor's Report isenclosed with the financial statements in this report.
The Company is not in Operation so no independent internal Auditor is appointed inCompany. However the Company has adequate internal financial controls in place and thesame is operating effectively having regard to company's size and operations.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyis required to disclose information related to remuneration paid during the year. Thedetailed information in this regard is annexed to this report as "AnnexureI".
RELATED PARTY TRANSACTIONS
The company has not entered into any specific contract arrangement and transactionwith any of related parties during the year under review. Therefore there is nothing todisclose in the report. However during the year under review the company has enteredinto Joint Venture by becoming a Partner in the newly incorporated firm namely PAOSProductions wherein the other partners are promoter/persons acting in concert of promotersof the company. However the company will received only its share of profit or loss fromthe said firm PAOS Productions whose plant is under construction. The detail of relatedparty transactions is stated in the Notes to accounts.
DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013
No material changes and commitments have taken place between the end of the financialyear of the Company to which balance sheet relates and date of report which affects thefinancial position of the Company.
The Company is committed to provide the best services to the shareholder/investors. M/sLink Intime India Private Limited New Delhi is working as Registrars and Share TransferAgents (RTA) of the Company for transfer dematerialization of shares and other investorrelated services. No correspondence/ enquiry from any shareholder/investor is pending withthe company for reply.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The company is not engaged in the manufacturing activities or any other commercialactivity as such your Directors express their inability to comment upon the conservationof energy technology absorption measures and there is no the foreign exchange earningsand outgo during the year under review.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in format MGT-9 for the financial year 2018-19 has beenenclosed with this report as "Annexure II".
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
During the year under review the company has entered into Joint Venture by becoming aPartner in the newly incorporated firm namely PAOS Productions wherein the other partnersare promoter/persons acting in concert of promoters of the company. However the companywill received only its share of profit or loss from the said firm PAOS Productions whoseplant is under construction. The company does not have any subsidiary or associate companyneither company is a subsidiary of any company.
DETAILS OF KEY MANAGERIAL PERSONNEL
There is one change in composition of Key Managerial Personnel during the year underreview. Mrs Ruchika Gulati has been appointed as Company Secretary of the company in placeof Mr Rajat Mishra who replaced Ms Harleen Kaur during the year.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each independent director inaccordance with section 149 (7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub section (6) of section 149 of the Companies Act 2013.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL
No material order has been passed by any regulator/court/tribunal during the year underreview. However the company has received all the requisite approvals sanctions ordersof the competent authorities regulators tribunal with respect to its change of nameobjects and registered office and preferential allotment offer made during the year.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
NUMBER OF MEETINGS
During the Financial year 2019 total 7 (Seven) meetings of Board of Directors wereheld. The detailed information about the meetings is given in corporate governance reportwhich forms the part of Annual Report.
RISK MANAGEMENT POLICY
The Board of Directors of your Company has adopted the Risks Management Policy. Thepolicy establishes the process for the management of risk faced by the Company. The aim ofrisk management is to maximize opportunities in all activities and to minimize adversity.This policy applies to all activities and processes associated with the normal operationsof company.
The Policy is to assist the Board of Directors in fulfilling its responsibilities withregard to enterprise risk management. Further the Policy strives to assist the Board inframing implementing and monitoring the risk management plan for the Company andreviewing and guiding the risk policy.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITHREFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT 2013 AND RULE 8(4) OF THE COMPANIES(ACCOUNTS) RULES 2014
Pursuant to the above said provisions of the Companies Act 2013 the Board has carriedout an evaluation of its own performance directors individually as well as the evaluationof the Committees as per the Criteria laid down in the Nomination Remuneration Evaluationpolicy. Further the Independent directors have also reviewed the performance of theNon-Independent Directors and Board as a whole including reviewing the performance of theChairperson of the Company taken into account the views of the Executive Directors and NonExecutive Directors vide there separate meeting held on 04.02.2019 at the Registeredoffice of the Company.
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3) (e) AND SECTION 178(3)
SEBI vide notification dated September 02 2015 amended the existing Listing Agreementand bring in force SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with effect from December 012015. So in order to align with the provisions ofRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board of Directors of your Company has re-defined the requisite terms of thereference of Nomination & Remuneration Committee as required under Section 178 of theCompanies Act 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The said Committee has framed adopted and recommended"Nomination &Remuneration Evaluation Policy" vide its committee meetingdated February 02 2016. The said policy forms the part of this report which is annexed at"Annexure III".
SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 012015. So in order to align with theprovisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the terms of reference of Audit Committee of the company has beenredefined with the objectives to monitor supervise and effective management of company'sfinance to ensure effective internal financial controls and risk management systems withhigh level of transparency and accuracy.
The Chairman of Audit Committee is an Independent Director and all the members of theAudit Committee are non-executive directors. The composition of the Audit Committeeconsists of two Independent Directors viz. Sh. Jatinder Singh (Chairman) and Mrs MeenuUppal (Member) and one Non-Executive Director namely Mrs Rama Bansal. The Audit Committeemet five times during the year the details of which are given in the Corporate GovernanceReport which forms the part of this Annual Report.
SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 012015. So in order to align with theprovisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Board of Directors of the Company in its meeting held on February 022016 adopted the Vigil Mechanism Policy in compliance of Companies Act 2013. The Policyis formulated to provide opportunity to employees and directors to report to managementconcerns about unethical behavior actual or suspended fraud or violation of the Code ofconduct or policy. The mechanism provides for adequate safeguards against victimization ofemployees and directors who express their concerns and also provides for direct access toChairman/ Members of Audit Committee in exceptional cases. The policy is applicable to allemployees and directors of the Company.
The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may beaccessed on the Company's website at the link:HREF="http://www.raiagromills.com/p/investor-services.html">http://www.raiagromills.com/p/investor-services.html
SECRETARIAL AUDIT REPORT
Secretarial Audit Report in format MR-3 by M/s Rajeev Bhambri & Associates CompanySecretaries is annexed with the Board Report. Secretarial Audit Report is annexed herewithas "Annexure IV". There is no adverse remark in it requiringexplanation(s) by the Board.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the loss ofthe company for that period;
(c) They had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) They had prepared the annual accounts on going concern basis;
(e) They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
(f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANLYSIS REPORT
Management Discussion and Analysis Report as required under the Regulation 34 (2) (e)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are given inthe Annexure-V forming part of this report.
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2019(Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
PAOS Industries Limited Formerly Raj Agro Mills Limited
Village Pawa G.T. Road Near Civil Airport Ludhiana Punjab India 141120 CIN:L24100PB1990PLC049032
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by PAOS Industries Limitedformerly Raj Agro Mills Limited (hereinafter called the Company). TheSecretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2019('Audit Period') complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2019 to the extent applicable and according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there-under;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethere-under;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthere-under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of
Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act
1992 ('SEBI Act')
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) SEBI (Prohibition of Insider Trading) Regulations 1992 and SEBI (Prohibition ofInsider Trading) Regulations 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 and amendments from time to time
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations
1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
(vi) We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith laws relating to inter alia:
- All Labour& Industrial Laws;
- All Environmental Laws;
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India tothe extent of its applicability.
(ii) The Listing Agreement entered into by the Company with the BSE Limited read withSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously orby the majority as recorded in the minutes of the meetings of the Board of Directors orCommittee of the Board as the case may be.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the Company has no specificevents/actions having a major bearing on the Company's affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to above.