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Paos Industries Ltd.

BSE: 530291 Sector: Industrials
NSE: N.A. ISIN Code: INE791C01012
BSE 00:00 | 04 Feb Paos Industries Ltd
NSE 05:30 | 01 Jan Paos Industries Ltd
OPEN 12.12
PREVIOUS CLOSE 12.55
VOLUME 6600
52-Week high 12.72
52-Week low 6.99
P/E
Mkt Cap.(Rs cr) 6
Buy Price 12.20
Buy Qty 170.00
Sell Price 12.72
Sell Qty 500.00
OPEN 12.12
CLOSE 12.55
VOLUME 6600
52-Week high 12.72
52-Week low 6.99
P/E
Mkt Cap.(Rs cr) 6
Buy Price 12.20
Buy Qty 170.00
Sell Price 12.72
Sell Qty 500.00

Paos Industries Ltd. (PAOSINDUSTRIES) - Director Report

Company director report

TO THE MEMBERS

Dear Members

Your Directors have the pleasure in presenting the 28thAnnual Report of theCompany together with the Audited Accounts for the financial year ended 31stMarch2018.

FINANCIAL RESULTS

The financial figures for the year under review are given below:

(Rs. In Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
2017-2018 2016-2017
Revenue from operations - -
Other income 19.05 20.14
Profit/(Loss) before Interest Depreciation and Tax 5.80 (6.93)
Less : Interest & Bank charges (20.24) (18.41)
Cash Profit/(Loss) (14.44) (25.34)
Depreciation - (2.31)
Profit/(Loss) before Tax (14.44) (27.65)
Provision for Current Tax 0.00 0.00
Provision for Deferred Tax 14.25 5.89
Profit/(Loss) after Tax (0.19) (21.76)
Transfer to General Reserve (0.19) (21.76)
Other Comprehensive Income for the period - -
Basic- Earning per equity share of Rs.10/- (0.01) (0.70)

The company has not carried on any business activity during the year under review.

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 in "finance cost" while the DeferredRevenue (being difference between face/nominal value of shares and present value on theseat time of their issue) being a liability has been written back through Statement ofProfit & Loss by booking other notional "Other Income". As a result of thisthe financial results for the last two years have been re-classified re-arranged andre-casted to comply with Ind-AS. As a result of which the loss after tax for the FY 2018stands at Rs.0.19 lacs and that of FY 2017 stands at Rs.21.76 lacs.

INFORMATION ON STATE OF COMPANY’S AFFAIR

The company has not carried any activity during the year under review. However thecompany intends to venture into arena of activities.

FUTURE PROSPECTS

The company intends to venture into new arena of activities of manufacturing ofhousehold soaps detergents and other beauty soap products. Accordingly the Board hasproposed to change the Name Registered Office Objects and Capital Clauses of theMemorandum of Association and further to live the commercial activities in company; theapproval of worthy members had also been sought on various matters supporting operationalactivities in company. In nut shell the Board is quite confident that the company will beback on track in near future.

DIVIDEND

Your Directors express their inability to recommend any dividend in view of presentturmoil.

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 Board expresses its inability to propose to carry any amount to any of reserves.

CHANGES IN SHARE CAPITAL

There is no change in the Equity Share capital of the company during the Financial Year2017-18. However due to adoption of Ind-AS the preferential share capital standing inbooks has been re-classified as Debt Liability and the financial statements have beenprepared accordingly.

CHANGES IN DIRECTORS

There is no change in the Directors of the company during the Financial Year 2017-18.However in April 2017 the company came to know the demise of one of its directors namelyShri Varinder Kumar. The Board expresses its deep sorrow over the demise of Shri VarinderKumar who had a long association with the company.

Further a notice u/s 160 of the Companies Act 2013 proposing candidature of Mrs RamaBansal as Director of company has been received from one of the shareholders namely MrSanjeev Bansal and Board recommends for kind consideration and approval of worthyshareholders to the appointment of Mrs Rama Bansal as a Director of company in theforthcoming 28th Annual General Meeting of company.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the Financial Year 2017-18 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.

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. The year ending 31st March 2018was the first year of statutory audit by M/s Rajiv Rajeev & Associates CharteredAccountants Ludhiana. Accordingly the appointment of M/s Rajiv Rajeev & AssociatesChartered Accountants Ludhiana is being placed before the shareholders for ratification.

Statutory Auditor’s Report

The Auditors’ Report for the financial year 2018 does not contain anyqualification reservation or adverse remark. The Auditor’s Report is enclosed withthe financial statements in this report.

Cost Audit

The provisions regarding applicability of Cost Audit are not applicable to the companydue to non-operation of unit.

Secretarial Auditors

As required under section 204 of the Companies Act 2013 and Rules there-under theBoard has appointed M/s B.K. Gupta & Associates Practicing Company Secretaries as theSecretarial Auditor and the said firm had conducted the secretarial audit for thefinancial year 2017-18. The Secretarial Auditors’ Report for the financial year 2018does not contain any qualification reservation or adverse remark. The Auditor’sReport is enclosed with the financial statements in this report.

Internal Auditors

The Company is not in Operation since the last more than eight years so no internalAuditor is appointed in Company. However the Company has adequate internal financialcontrols in place and the same is operating effectively having regard to company’ssize 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 contract arrangement and transaction with any ofrelated parties during the year under review. Therefore there is nothing to disclose inthe report.

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.

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 2017-18 has beenenclosed with this report as "Annexure II".

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Venture or Associate companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is one change in composition of Key Managerial Personnel during the year underreview. Ms Harleen Kaur has been appointed as Company Secretary of the company in place ofMr. Davinder Kumar.

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.

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 2018 total 5 (Five) 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 Raj Agro Mills Limited.

The Policy is to assist the Board of Directors in fulfilling its responsibilities withregard to enterprise risk management. Further the Committee strives to assist the Boardin framing 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 02.02.2018 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 01 2015. 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 in its meeting held on February 02 2016 hasredefined the requisite terms of the reference of Nomination & Remuneration Committeeas required under Section 178 of the Companies Act 2013 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The said Committeehas framed adopted and recommended "Nomination &Remuneration EvaluationPolicy" vide its committee meeting dated February 02 2016. The said policy forms thepart of this report which is annexed at "Annexure III".

AUDIT COMMITTEE

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 01 2015. 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 beenre-defined on February 02 2016 with the objectives to monitor supervise and effectivemanagement of company’s finance to ensure effective internal financial controls andrisk management systems with high 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). The Audit Committee met four times during the year the details of whichare given in the Corporate Governance Report which forms the part of this Annual Report.On the death of Shri Varinder Kumar the constitution of the Audit Committee was changedin April 2017.

VIGIL MECHANISM

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 01 2015. 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 victimizsationof employees and directors who express their concerns and also provides for direct accessto Chairman/ Members of Audit Committee in exceptional cases. The policy is applicable toall employees 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:http://www.rajagromills.com/p/investor-services.html

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by M/s B.K. Gupta & 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 as per the applicable law accountingstandards and accounting principles however the company is not maintaining going concerndue to non-operation of unit and as it has disposed off assets to pay off bank dues;

(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 2015 are given inthe Annexure-V forming part of this report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 the report on Corporate Governance together with Auditor’sCertificate on compliance with this regard and Managing Director’s declaration inthis regarding compliance of code of conduct by Board Members and Senior ManagementPersonnel is attached as Annexure-VI and forms part of this Annual Report.

GENERAL DISCLOSURE

Your Director state that no Disclosure or Reporting is required in respect of thefollowing items as there is no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with Differential right as to dividend voting orotherwise.

3. Issue of shares with including sweat equity shares to employees of the Companyunder any scheme.

4. No significant or Material order were passed by the regulators or courts ortribunal which impact the going concern status and company’s operation in futureyour director further state that during the year under review there were no case filedpursuant to sexual harassment of women at workplace (prevention prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support andco-operation received from sub-brokers business associates vendors bankers financialinstitutions investors stakeholders registrar and share transfer agent other businessaffiliates and media.

The Board places on record its sincere appreciation towards stakeholders for theircontinued co-operation and support to the company and look forward to the continuance ofthis supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devotedservices of the employees during the period under review.

FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
(Sanjeev Bansal) (Meenu Uppal)
Managing Director Director
DIN:00057485 DIN: 07144268
662/2 Premjit Road B-34/2129 New Chander Ng
Place: Ludhiana Gurdev Nagar Ludhiana-01 Ludhiana-141001 Punjab
Date : 07.07.2018 Punjab

ANNEXURE TO THE DIRECTORS REPORT Annexure-I

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(1) Ratio of the remuneration of each Director/KMP to the average remuneration of allthe employees of the Company for the financial year:

As the company is not carrying any commercial or business activity hence there is noworkforce/ normal employee in the company except the KMPs namely the Company Secretary andChief Financial Officers. The whole directors are not being paid any kind of remuneration.Hence calculation of Median is not possible however as the above stated KMPs (CS &CFO) are also employees of the company hence the average of remuneration paid to them hasbeen calculated.

Average remuneration of all employees of the Company for the 277890
Financial Year 2017-18
The Percentage increase in the average remuneration of employees in the Financial Year Decrease
The number of permanent employees on the roll of the Company as on 31st March 2018 2

 

Name of Director/ KMP Remuneration of Director/KMP for financial year 2017-2018 Ratio of Remuneration to average remuneration of all employees % increase in remuneration in the Financial Year 2017- 2018 Comparison of the remuneration of the KMP against the performance of the Company
Independent Directors
Mrs. Meenu Uppal Nil N.A Nil Nil
Mr. Jatinder Singh Nil N.A Nil Nil
Executive Directors/KMP
Mr. Sanjeev Nil Nil Nil Nil
Bansal M.D*
Mr. Davinder 66100 0.24 N.A. As per para 3
Kumar Company below
secretary**
Ms Harleen Kaur 242000 0.87 N.A.
Com.Secreatry
Mr. Rupinder 247680 0.89 50.33%
Singh CFO

Notes: *Mr.Sanjeev Bansal is Executive Director of Company but he doesn’t receiveany salary. **Mr.Davinder Kumar has resigned from the company with effect from 30thApril 2017.

(2) Relationship between average increase in remuneration and company performance:

The Losses for the year decreased and due to change in KMPs the average remunerationhas also decreased.

(3) Comparison of the remuneration of the KMP against the performance of the Company:

The total remuneration of KMP has decreased in the year ending 31st March2018 due to change in KMPs during the year. Further the Financial Statements of thecompany have been prepared as per Ind-AS wherein the previous years’ report financialstatements/figures have been re-casted and resultantly the loss after tax for the FY 2018stands at Rs.0.19 lacs and that of FY 2017 stands at Rs.21.76 lacs.

(4) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer:

Sr No Description Amount
1. Market Cap variation
Mcap at 31 March 2018
(based on close price in November 2017 as no price exist thereafter up to March 2018) 21321732
Mcap at 31 March 2017 12228184
(based on close price in March 2017)
Variation in Mcap in FY 2018 (%) 74.37%
2 Price-to-Earnings Ratio
PE as at 31 March 2018 (Mkt Price/EPS) 0.00 (being negative i.e. -687)
PE as at 31 March 2017 (Mkt Price/EPS) 3.94/-0.70 0.00 (being negative i.e. -5.63)
3 Offer
- IPO price per share 18
- Market price for March 2018 6.87
(based on close price in November 2017 as no price exist thereafter up to March 2018)
% decrease from last IPO 61.83%

(5) The key parameters for any variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

(6) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable since directors are not being paid any salary.

(7) It is hereby affirmed that remuneration paid is as per the remuneration policy ofthe Company.

FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
(Sanjeev Bansal) (Meenu Uppal)
Managing Director Director
DIN:00057485 DIN: 07144268
662/2 Premjit Road B-34/2129 New Chander Ng
Place: Ludhiana Gurdev Nagar Ludhiana-01 Ludhiana-141001 Punjab
Date : 07.07.2018 Punjab