PERMANENT MAGNETS LIMITED
Your Directors are pleased to present the 59th Annual Report together withthe Audited Statement of Accounts for the year ended March 31 2020.
FINANCIAL RESULTS: (' In Lakhs)
|Particulars ||31/03/2020 ||31/03/2019 |
|Sales ||10656.05 ||12084.10 |
|Other Income ||270.24 ||99.21 |
|Total Income ||10926.29 ||12183.31 |
|PBIDT & Extra Ordinary Items ||2325.05 ||2366.95 |
|Interest ||132.88 ||130.79 |
|Depreciation ||298.71 ||156.18 |
|Profit before Extra Ordinary Items & tax ||1893.46 ||2079.98 |
|Extra Ordinary Items ||- ||- |
|Profit before Tax ||1893.46 ||2079.98 |
|Current Tax ||484.79 ||613.26 |
|Deferred Tax ||(23.81) ||(14.25) |
|Short /Excess provision of earlier years ||0.52 ||0.51 |
|Profit/(Loss) for the year ||1431.97 ||1480.46 |
|Other Comprehensive Income ||(3.51) ||4.98 |
|Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period) ||1428.46 ||1485.44 |
1. COMPANY'S PERFORMANCE:
Your Company's total revenue during the year under review was Rs. 10926.29 Lakhs ascompared to Rs. 12183.31 Lakhs in the previous year. The Profit before Tax for the year2019-20 was Rs.1893.46 Lakhs as against Rs. 2079.98 Lakhs in the previous year. Profitafter Tax in 2019-20 stood at Rs. 1428.46 Lakhs as against Rs. 1485.44 Lakhs in theprevious year.
2. DIVIDEND :
In order to conserve the resources for future expansion and growth of the Company theBoard of Directors are not recommending any dividend for the Financial Year.
3. CHANGE IN THE NATURE OF THE BUSINESS:
There were no changes in the nature of business during the year under review asprescribed in Rule 8 of the Companies (Accounts) Rules 2014.
4. TRANSFER TO RESERVE:
The Company has not transferred any amount to reserves in the current financial year.
The company has not accepted any deposits from the public during the year pursuant tothe provisions of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 or under Chapter V of the Companies Act 2013 (the Act).
The shares of the Company are listed on BSE Limited at Mumbai. The Companyhas paid the applicable listing fees to the Stock Exchange till date.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors appointed Shri.Girish Desai (DIN: 01056763) as an AdditionalDirector (Non-executive NonIndependent) of the Company with effect from June 1 2020.Pursuant to the provisions of Section 161 of the Act Shri. Girish Desai holds office tillthe date of the ensuing Annual General Meeting and is eligible for appointment as Directorof the Company. A Resolution in this behalf is set out at Item No. 3 of the Notice ofAnnual General Meeting for Members approval.
Pursuant to the provisions of Section 152 of the Act Smt. Sunaina Taparia (DIN:07139610) retires by rotation at the ensuing Annual General Meeting and being eligiblehas offered herself for re-appointment. The Board recommends her reappointment.
Shri. Sharad Taparia's current tenure of office as a Managing Director of the Companyexpires on March 31 2021.Based on the recommendation of the Nomination and RemunerationCommittee the Board of Directors at the meeting held on August 24 2020 has re-appointedShri. Sharad Taparia as a Managing Director of the Company for a further period of five(5) years
i.e. from April 01 2021 to March 312026. A Resolution in this behalf is set out atItem No. 5 of the Notice of Annual General Meetingfor Members approval.
In terms of Section 203 of the Act the following are the Key Managerial Personnel ofthe Company:
- Shri. Sharad Taparia Managing Director
- Shri. Sukhmal Jain CFO & Senior Vice President - Finance
- Smt. Rachana Rane Company Secretary
All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ('the Listing Regulations'). In the opinion of the Board they fulfil the conditionsof independence as specified in the Act and the Listing Regulations and are independent ofthe management.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm :
a) that in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit of the Company for the year ended on thatdate;
c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
9. CORPORATE GOVERNANCE:
Your Company is in compliance with all applicable provisions of Corporate Governance asstipulated under Chapter IV of the Listing Regulations. A detailed report on CorporateGovernance as required under the Listing Regulations is provided in a separate section andforms part of the Annual Report. Certificate from the Practicing Company Secretaryregarding compliance with the conditions stipulated in the Listing Regulations forms partof the Corporate Governance Report.
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
Since the Company has no subsidiaries Joint Ventures or associate companies provisionsof section 129(3) of the Companies Act 2013 is not applicable. As the Company does nothave any subsidiaries associates or joint venture companies as per the Companies Act2013 no report on the performance of such Companies is provided.
M/s. Ramanand & Associates Chartered Accountants (Firm Registration No. 117776W)was appointed as Auditors of the Company for a period of five (5) years at the 56thAGM held on September 28 2017. They have confirmed that they are not disqualified fromcontinuing as Auditors of the Company. The observations made in the Auditors Report areself-explanatory.
Pursuant to the provisions of Section 204 of the Act and the rules made there underthe Company had appointed M/s. Arun Dash & Associates a firm of Company Secretariesto undertake the Secretarial Audit of the Company for the year ended March 31 2020. TheSecretarial Audit Report issued in this regard is annexed as Annexure A. Theobservations made in the Secretarial Audit Report are self-explanatory.
M/S. G S Nayak & Co. Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.
12. EXPLANATION ON AUDITOR'S COMMENT:
The Board have to state as under with reference to the Auditor's certain remarks ascontained in the annexure to the Auditor's Report:
a) With reference to para VII(a) of the Annexure to the Auditor's Report the TDS i.eRs. 5.94 lakhs pertaining to late filing fees & interest which are as per Traces siteof Income Tax (TDS) and With reference to para VII(c) the matter is being looked into andshall soon be appropriately dealt with.
b) With reference to para VIII of the Annexure to the Auditor's Report the CentralExcise Loan interest has remained unpaid as the matter is pending for the cause ofimplementing agency claiming compound interest on an interest free excise loan under ascheme of incentives. Matter with relevant agencies and Government of India is being takenup and will be sorted out in due course of time. No material liability is expected in thisregard.
13. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis are annexed and forms an integral part of thisreport.
14. PARTICULARS OF EMPLOYEES:
There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended.
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure B which is part of this report.
15. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:
Honorable Bombay High Court has given interim stay order against the winding up orderpassed (against the Company) dated 15/04/2015. This was a lawsuit filed by M/s. Savino DelBene Freight Forwarders (India) Private Limited. Company has deposited Rs. 1905179/-including interest as per direction of Honourable Bombay High Court. The Appeal shall beadded to the appropriate board for hearing. But the same is not yet listed on the Board ofHigh Court.
16. RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered during the financial year under reviewwere on an arm's length basis and in the ordinary course of business and is in compliancewith the applicable provisions of the Act and the Listing Regulations.
During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material. Members may refer to Note 8 ofNotes to Account of the standalone financial statement which sets out related partydisclosures.
The information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given inAnnexure C in Form AOC-2 which is part of this report.
17. CORPORATE SOCIAL RESPONSIBILITY:
The Company has a Policy on Corporate Social Responsibility and the same has beenposted on the website of the Company at www.pmlindia.com. The Annual Report on CSRactivities in terms of the requirements of Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is annexed as Annexure D which forms part of this Report.
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The saidpolicy is posted on the Company's website - www.pmlindia.com.
19. CONSERVATION OF ENERGY TECHNOLOGY DEVELOPMENT AND ABSORPTION:
The Conservation of Energy R & D activity in the Company is mainly carried out bythe key line manufacturing and technical personnel in alliance with the key technicalsales personnel and outsourced consultants. Annexure E attached heretoprovides the information required to be disclosed on the efforts made on Conservation ofEnergy Technology Development and Absorption as per Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.
20. FOREIGN EXCHANGE EARNING AND OUTGO:
Please refer to paragraph No. 14 of Notes to accounts for the foreign exchange outgoand earnings of the Company which is required to be disclosed under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.
21. PARTICULARS OF LOANS GIVEN GUARANTEES AND INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED:
The Company has complied with the provisions of section 185 and 186 of the CompaniesAct 2013 in respect of loans investments guarantees and security.
22. BOARD AND COMMITTEE MEETINGS:
The details of the composition of the Board and its Committees and the number ofmeetings held and attendance of Directors at such meetings are provided in the CorporateGovernance Report which forms part of the Annual Report.
23. ANTI SEXUAL HARASSMENT POLICY:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder.
24. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 the extract of the Annual Return in the prescribed form i.e.Form MGT-9 is annexed herewith as Annexure F which forms part of this Report.
25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
26. SHARE CAPITAL:
The Paid-up Capital of the Company is Rs. 85984530/- and Authorised Capital of theCompany is Rs. 160000000/-.
27. COVID - 19 and its Impact:
Due to outbreak of CoVID-19 globally and in India your Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCoVID-19. The operations though in a scaled down manner have since commenced afterobtaining permissions from the authorities concerned and all safety measures includingsocial distancing are being followed. The situation created by Covid-19 continues to holdsome uncertainties for the future; however the Board and the Management will do it's bestto address the same as the situation evolves in the interests of all stakeholders of theCompany.
28. PERFORMANCE EVALUATION :
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC). The performance assessment of Non-Independent DirectorsBoard as a whole were evaluated in a separate meeting of Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
Your Directors take this opportunity to thank the employees customers vendorsShareholders of the Company and the communities in which the Company operates for theirunstinted co-operation and valuable support extended to the Company during the year.
Your Directors also thank the Government of India Government of various States inIndia and concerned government departments/agencies for their co-operation.
|Place: Thane ||FOR AND ON BEHALF OF THE BOARD |
|Date: June 26 2020 || || |
|Corporate Office: B-3MIDC Industrial Area ||Sd/- ||Sd/- |
|Village Mira Mira Road - 401104 ||Sharad Taparia ||Mukul Taparia |
|Dist. Thane. ||Managing Director ||Director |