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Partani Appliances Ltd.

BSE: 538686 Sector: Others
NSE: N.A. ISIN Code: INE217P01010
BSE 00:00 | 04 Mar Partani Appliances Ltd
NSE 05:30 | 01 Jan Partani Appliances Ltd
OPEN 155.00
PREVIOUS CLOSE 156.00
VOLUME 1700
52-Week high 156.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 192
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 155.00
CLOSE 156.00
VOLUME 1700
52-Week high 156.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 192
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Partani Appliances Ltd. (PARTANIAPPLIANC) - Director Report

Company director report

To the Members

The Directors present the Annual Report of Partani Appliances Limited along with theaudited financial statements for the financial year ended March 31 2020.

Financial Performance:

The financial performance of the Company for the financial year ended March 31 2020 issummarized below:

(Rupees in Lakhs)

Particulars FY 2019-2020 FY 2018-2019
Total Income 2 117.33
Profit before Interest & Depreciation 4.00 5.02
Less: Interest 0 0.79
Profit before Depreciation 3.30 4.23
Less: Depreciation - -
Profit after Depreciation 3.30 4.23
Less: Income Tax & FBT for the Current Year 0.86 1.10
Profit after Tax 2 3.13

Performance review:

During the year under review the Company's income has Increased from Rs 117.33 Lakhs toRs. 209.82 Lakhs and the Company had made a profit of Rs. 2.44 lakhs against a Profit ofRs. 3.13. lakhs reported in the previous financial year.

Dividend

The Company has not recommended any dividend for the year under review.

Change in the nature of business if any:

There is no change in the nature of business of the Company during the year underreview.

Share Capital

The Authorized Share Capital of the Company stands at Rs. 130000000 (Rupees ThirteenCrore only) divided into 13000000 (One crore Thirty Lakhs only) Equity Shares of Rs.10/- (Rupees Ten) each.

The Paid-up Share Capital is Rs. 123102000/- (Rupees Twelve Crore Thirty-One LakhTwo Thousand Only) divided into 12310200 (One Crore Twenty-Three Lakh Ten Thousand TwoHundred Only) equity shares of Rs. 10/- each.

No change in the Share Capital of the Company has occurred during the year.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

Subsidiary Associate companies

Company do not have any subsidiary associate or Joint venture companies.

Deposits

The Company has not accepted any deposits from the public and no amount of principal orinterest on public deposits was outstanding as on the balance sheet date within themeaning of Section 73 and section 74(1) of Companies Act 2013 and Rule 2 (c) of Companies(Acceptance of Deposits) Rules 2014.

Transfer to Reserves

No amount was transferred to reserves for the year ended 31March 2020.

Directors and Key Managerial Personnel (KMP)

The Total number of Directors of the Company as on 31st March 2020 was 4 Out of which 1Women Promoter Director and 2 are Promoter Group Directors and 1 is Independent Director.

Relevant information on composition of the Board and number of meetings is provided in‘Board of Directors' section of Corporate Governance Report which forms part of thisAnnual Report.

In compliance with Regulation 36(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 brief resume of the Directorproposed to be re-appointed is attached along with the Notice of the ensuing AnnualGeneral Meeting.

Mr. Suresh Chandra Partani the Director of the Company is also liable to retire byrotation at the ensuing Annual General Meeting and offers himself for re-appointment.

During the year Mr. Muralikrishna Mohan Rao Kunapareddy was appointed as Non- ExecutiveIndependent Director on 10th day of July 2019 whose appointment was approvedby Shareholders in the Annual General Meeting held on 30th September 2019.

Mr. Mukul Suryakash Kewalramani has tendered his resignation as Company Secretary andcompliance officer of the Company w.e.f. 23rd July2019 due to personalreasons.

Appropriate resolutions for the appointment/ re-appointment of Directors are beingplaced before you for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 all the Independent Directors of your Company have givendeclaration that they have met the criteria of independence as required under the Act andthe regulations.

Formal Annual Evaluation of the performance of the Board its Committees and theDirectors

Pursuant to the provisions of the Companies Act 2013 and Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outperformance evaluation taking into consideration of various aspects of the Board'sfunctioning composition of Board and its Committees execution and performance ofspecific duties obligations and governance. The Performance of evaluation of IndependentDirectors was completed. The Performance evaluation of Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with evaluation process.

Remuneration Policy

Your Directors has on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration. The Remuneration Policy forms part of the CorporateGovernance Report.

Board Committees

Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Grievances' Committee number ofmeetings held during the year under review and other related details are set out in theCorporate Governance Report which forms a part of this Report.

Number of Meetings of the Board and Audit Committee

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year 07(Seven) Board Meetings and 04 Audit Committee Meetings were convened and heldthe details of which are given in the Corporate Governance Report.

Particulars of Loans Guarantees or Investments

The Company has not granted any loans or guarantees which are covered under theprovisions of Section 185 and 186 of the Companies Act 2013. The Company has not made anyInvestments which are covered under the provisions of Section 186 of the Companies Act2013.

Disclosure under the Sexual Harassment of Women at Workplace

In accordance with the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the company is required to have anAnti- sexual harassment policy though which an Internal Complaints Committee isconstituted. The said committee meets at regular intervals to redress any complaintsreceived by the committee in these lines and after due deliberation aims at disposing offthe complaints. However there has been no such complaint filed within the company tilldate.

Related Party Transactions

All Related Party Transactions are entered on Arm's Length basis and are in complianceof the Companies Act 2013 and the SEBI (LODR) Regulations.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on an annual basisfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on an annual basis.

Disclosures of transactions of the listed entity with any person or entity belonging tothe promoter/promoter group which hold(s) 10% or more shareholding in the listed entityin the format prescribed in the relevant accounting standards for annual results.

The Related Party Transaction at Arm's length basis are annexed to this report asAnnexure I.

Vigil Mechanism

The Company has established a Vigil Mechanism/Whistle Blower Policy pursuant to theprovisions of Section 177(9) & (10) of the Companies Act 2013 and Regulation4(2)(d)(iv) of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015which enables its directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy and provides safeguards against victimization of director(s)/employee(s)who avail of the mechanism. The Policy has been appropriately communicated to theemployees within the organization.

Director's responsibility statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed.

i. That in the preparation of the Annual Accounts for the financial year ended March31 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures.

ii. The Directors have 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 the end of the financial year andof the profit and loss of the Company for that period.

iii. That the Directors had taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv. That the Directors had prepared the accounts for the financial year ended March 312019 on a `going concern` basis.

v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively

That systems to ensure compliance with the provision of all applicable laws were inplace and were adequate and operating effectively.

Extract of Annual Return

Form MGT 9 containing details forming part of Board's Report which is the extract ofthe Annual return is annexed to this report as Annexure II pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014.

Auditors

Pursuant to the provisions of Sections 139 142 and other applicable provisions ifany of the Companies Act 2013 and the Rules made thereunder the current auditors of theCompany M/s. Jeedigunta & Co Chartered Accountant (FRN. 0013225) was appointed bythe members at the 32 nd Annual General Meeting (AGM) to hold office until theconclusion of the 37thAnnual General Meeting (AGM) to be held in the year 2022.

Management Reply to Auditor's Report

Qualification:

During the Financial year the Company has not received the interest on Loans &Advances of Rs.4.61 crores outstanding in the books of accounts as on 31.03.2020. if thecompany has provided the interest @9% on loans & advances of Rs.4.61 Crores the Profitis increased by an amount of Rs.4147794/- i.e. from Profit of Rs.330288/- to profit ofRs.4478082/-.The Management explained such that the parties to whom the Inter CorporateDeposit is extended has written to company stating its inability to pay Interest on ICDoutstanding for F.Y 2019-20. However the said parties has assured to return theoutstanding ICD of Rs.4.61crore during the current F.Y 2020-21. Hence the company thoughtit appropriate not to provide interest on the said ICD.

As Auditors of the Company we suggested the management to take stringent recovery stepsas the Parties to whom Advances have been extended had given similar assurance in theearlier financial year also.

Reply:

The qualification of Auditors are self explanatory.

Reporting of Fraud

The Auditors of the Company have not reported any frauds specified under Section143(12) of the Companies Act 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Akhil Mittal (Membership No: ACS No 38717 CP No 21095) Practicing CompanySecretary to undertake the Secretarial Audit of the Company. Secretarial Auditor Reportfor the year 2019-20 given by Mr. Akhil Mittal in the prescribed 'Form MR-3' is annexedto this report in Annexure III.

The qualification mentioned in Secretarial Audit Report are self-explanatory and doesnot comments of the Board of Directors. However the Board is taking all possible measuresto make all the non-compliance good mentioned in the Secretarial Audit Report and makesure proper procedures are placed to avoid such non-compliance in future.

Company and its Management will be taking steps for Revocation of suspension of tradingin accordance with requirements of BSE guidelines

Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures. TheBoard of Directors have evaluated the effectiveness of the Company's internal controls andprocedures and confirm that they are adequate based on the size and the nature of itsbusiness.

Internal Audit

The Company has a well-established system of Internal Audit which carries out audit onRisk Management framework covering all the functions.

Corporate Governance

Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 a separate report on corporate governance has been included in thisAnnual Report in Annexure IV together with a certificate from the auditors of the Companyregarding compliance of conditions of Corporate Governance the reports on ManagementDiscussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2019-20. A declaration to this effect signed by the WholeTime Director Chief Financial Officer KMP) of the Company is contained in this AnnualReport.

Development and Implementation of Risk Management Policy

Information on the development and implementation of a risk management policy for theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the report on ManagementDiscussion and Analysis.

Management discussion and analysis report

Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is annexedas Annexure-V as a part of the Annual Report.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility do not apply to the Company.

Conservation of Energy Technical Absorption and Foreign Exchange Earning and Outgo

The details of energy conservation technology absorption and foreign exchange earningsand outgo as required under Sec.134 (3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 are given in the Annexure-VI forming part of thisreport.

Declaration about Compliance with Code of Conduct by Members of the Board and SeniorManagement Personnel

The Company has complied with the requirements about the Code of Conduct for Boardmembers and Senior Management Personnel.

Significant and material orders passed by the regulators or court

There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations.

Material Changes & Commitments

The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11th 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time. To effectively respond toand manage our operations through this crisis the Company triggered its businesscontinuity management program chaired by the Chief Operating Officer. In keeping with itsemployee-safety first approach the Company quickly instituted measures to trace allemployees and be assured of their well-being. Our teams reacted with speed and efficiencyand quickly leveraged technology to shift the workforce to an entirely new‘work-from-home' model. Proactive preparations were done in our work locations duringthis transition to ensure our offices and training centers were safe. Approximately 93% ofthe production workforce were enabled in a rapid manner to work remotely and securelythus ensuring that client commitments were not materially compromised. Policy changesrelated to working from home and IT infrastructure support were rolled out overnight tohelp our employees shift to this new work paradigm. Continuous communication on the latestupdates played a key role in enabling our employees to stay on top of the evolvingsituation. Several initiatives were rolled out to make teams and managers effective whileworking from different locations. The Company would implement a phased and safereturn-to-work plan as and when lockdown restrictions are relaxed.

Training of independent directors

Whenever new Non-executive and Independent Directors are inducted in the Board theyare introduced to our Company's culture through appropriate orientation session and theyare also introduced to our organization structure our business constitution Boardprocedures our major risks and management strategy.

Industrial Relation

Industrial relations remand cordial throughout the year and your Directors expresstheir deep gratitude to all the employees. The Company is pursuing its policy to provide acongenial working environment at workplace.

Listing

The Company's shares are listed on BSE Limited.

Transfer of Unclaimed Dividend to Investor Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

Transfer of Unclaimed Dividend to Investor Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not Applicable to the Company.

In terms of Section 136 of the Companies Act 2013 the same is open for inspection atthe Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the Company atthe Registered Office of the Company. The ratio of the remuneration of each Director tothe median employee's remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not Applicable.

Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for theco-operation and continued support by Central and State Governments Banks Suppliers andbusiness associates as well as shareholders. Your Directors also place on record theirappreciation for the devoted services rendered by all employees for the dedication andsense of commitment shown by the employees at all levels and their contribution towardsthe performance of the company.

 

By the Order of the Board
For Partani Appliances Limited
Sd/- Sd/-
Place: Secunderabad VikasPartani Premlata Partani
Date: 28-08-2020 Whole Time Director Director
(DIN: 02287293) (DIN: 02200569)

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