PERMANENT MAGNETS LIMITED
Your Board of Director's have pleasure in presenting the 61st Annual Reporton the operational and business performance of the Company together with the AuditedFinancial Statements for the Financial Year ended March 31 2022.
The Company's Financial Performance for the Financial Year ended March 312022 issummarized below
(Rs. In Lakhs)
|Particulars ||31.03.2022 ||31.03.2021 |
|Sales ||12951.07 ||11667.93 |
|Other Income ||374.83 ||88.58 |
|Total Income ||13325.90 ||11756.51 |
|PBIDT & Extra Ordinary Items ||3047.92 ||2613.48 |
|Interest ||85.68 ||102.10 |
|Depreciation ||405.67 ||329.29 |
|Profit before Extra Ordinary Items & tax ||2556.57 ||2182.09 |
|Extra Ordinary Items ||- ||- |
|Profit before Tax ||2556.57 ||2182.09 |
|Current Tax ||665.18 ||574.75 |
|Deferred Tax ||(13.04) ||(6.46) |
|Profit/(Loss) for the year ||1904.43 ||1613.79 |
|Other Comprehensive Income ||1.02 ||1.59 |
|Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period) ||1905.45 ||1615.38 |
1. COMPANY'S PERFORMANCE:
Your Company's total revenue during the year under review was Rs. 12951.07 Lakhs ascompared to Rs. 11667.93 Lakhs in the previous year. The Profit before Tax for the year2021-22 was Rs. 2556.57 Lakhs as against Rs. 2182.09 Lakhs in the previous year. Profitafter Tax in 2021-22 stood at Rs. 1904.43 Lakhs as against Rs. 1613.79 Lakhs in theprevious year.
2. DIVIDEND :
Your Directors have recommend a final dividend of Rs.1.20/- (Rupees One and twentypaisa only) per share (viz 12%) per equity share of the face value of Rs. 10/- (Rupees Tenonly) each for the financial year ended March 31 2022. The dividend payout is subject tothe approval of the members at the ensuing Annual General Meeting. The Dividend will bepaid to members whose names appear in the register of members as on record date.
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 Board of Directors of the Company has not recommended transfer of any amount to theGeneral Reserve for the Financial Year ended March 31 2022.
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 comprises of adequate number of members with diverse experience and skillssuch that it best serves the governance and strategic needs of the Company. The Directorsare persons of eminence in areas such as business industry financelaw administrationetc. and bring with them experience and skills which add value to the performance of theBoard.
In accordance with the provisions of Section 152(6) of the Act Shri. Girish Desai(DIN: 01056763) retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment. The Board recommends his re-appointment.
The Board recommends the reappointment of Shri. Girish Desai (DIN: 01056763)for theconsideration of the members of the company at the ensuing annual general meeting. Briefdetails of Shri. Girish Desai has been mentioned in the notice convening the AnnualGeneral Meeting at Information in respect of the directors seeking appointment/re-appointment pursuant to the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 and Secretarial Standards.
None of the Directors Key Managerial Personnel and their relatives are interested inthe said resolution.
The tenure of Shri. Kamal Binani Independent Director (DIN : 00340348) expired onDecember 25 2022. Taking into consideration his rich experience and contribution to theCompany and pursuant to the recommendation of the Nomination and Remuneration Committeethe Board of Directors of the Company subject to the approval of the members at theensuing AGM passed a the resolution on May 30 2022 approving the re-appointment ofShri. Kamal Binani Independent Director of the Company for the further period of 5Consecutive years with effect from December 26 2022 to December 25 2027.
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 fulfill 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 :
I. that in the preparation of the annual financial statements for the year ended March31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
II. that such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 312022 and of the profit of the Company for the year ended onthat date;
III. 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;
IV. that the annual financial statements have been prepared on a going concern basis;
V. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
VI. that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
9. CORPORATE GOVERNANCE:
In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. A separate section on corporate governance along with a certificatefrom the auditors confirming compliance is annexed and forms part of the Annual 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 Statutory Auditor of the Companyhold office till the conclusion of 61st Annual General Meeting of the Companyand express his unwillingness to re-appoint for the second term of 5 consecutive years.The Board places on record its appreciation for the contribution of M/s. Ramanand &Associates Chartered Accountants during his tenure as the Statutory Auditors of theCompany.
M/s. Ramanand & Associates Chartered Accountants have issued an unmodified opinionon the Financial Statements for the financial year ended March 31 2022. The observationsmade in the Auditors Report are selfexplanatory.
The Board of Directors has recommended the appointment of M/s. Jayesh Sangharajka &Co. LLP Chartered Accountants (ICAI Firm Registration No. 104184W/ W100075) as
Statutory Auditors for a First term of 5 (Five) years from the conclusion of the 61stAnnual General Meeting till the conclusion of 66th Annual General Meeting to beheld in the year 2027 for approval of shareholders of the Company based on therecommendation of Audit Committee.
The Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) from M/s. Jayesh Sangharajka &Co. LLP and have confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India as required under the ListingRegulations.
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 2022. TheSecretarial Audit Report issued in this regard is annexed as "Annexure A".The observations made in the Secretarial Audit Report are self-explanatory.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 during the year under review the Internal Audit of the Company wasundertaken on quarterly basis by M/S. G S Nayak & Co. Chartered Accountants. Therewere no adverse remarks or qualification on accounts of the Company from the InternalAuditors. Internal Audit report is reviewed by the audit committee from time to time.
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:
With reference to para IX of the Annexure B to the Auditor's Report the Central ExciseLoan interest has remained unpaid as the matter is pending for the cause of implementingagency claiming compound interest on an interest free excise loan under a scheme ofincentives. Matter with relevant agencies and Government of India is being taken up andwill be sorted out in due course of time. No material liability is expected in thisregard.
13. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations performance and future outlook of your Company and itsbusinesses is given in the Management Discussion and Analysis which forms part of thisReport as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
14. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) & (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is herewith annexed as "Annexure B".
15. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:
Hon'ble 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 Hon'ble 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:
Related party transactions entered during the financial year under review are disclosedin Note No. 8 of Notes to Accounts of the Company for the financial year ended March 312022. These transactions entered were at an arm's length basis and in the ordinary courseof business. There were no material significant related party transactions with theCompany's Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company. The information on transactions withrelated parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of theCompanies(Accounts) Rules 2014 are given in "Annexure C" in Form AOC-2which is part of this report.
The Policy on the Related Party Transactions as approved by the Board is uploaded onthe website of the Company.
17. CORPORATE SOCIAL RESPONSIBILITY:
As part of the Corporate Social Responsibility initiative the Company has spent anamount of Rs. 4103456/- (Rupees Forty One Lakhs Three Thousand Four Hundred Fifty SixOnly) towards the various CSR activities during the financial year 2021-22. A report onCSR Activities as required under Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 is enclosed herewith as "Annexure D".
The Company has adopted Corporate Social Responsibility Policy in line withSchedule-VII of Companies Act 2013. The CSR Policy is disclosed on the website of theCompany www.pmlindia.com.
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a robust vigil mechanism through its Whistle Blower Policy approved andadopted by the Board of Directors of the Company in compliance with the provisions ofSection 177(10) of the Act and Regulation 22 of the Listing Regulations.
The Whistle Blower Policy has been uploaded on the website of the Company underinvestors tab at 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 heretowhich provides the information required to be disclosed on the efforts made onConservation of Energy Technology Development and Absorption as per Section 134(3)(m) ofthe Companies Act 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:
During the year under review your Company did not give any loans or guaranteesprovide any security or make any investments as covered under Section 186 of the CompaniesAct 2013.
22. BOARD AND COMMITTEE MEETINGS:
The Board has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
A detailed disclosure on the Board its Committees its composition the detailedcharter and brief terms of reference number of Board and Committee meetings held andattendance of the Directors at each meeting is provided in the Report on CorporateGovernance 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. During the financialyear under review the Company has not received any complaint of Sexual Harassment ofWomen at Workplace.
24. ANNUAL RETURN:
The Annual Return of the Company as on March 31 2022 in Form MGT - 7 is in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 and is available on the website of the Company in investor tab atwww.pmlindia.com.
25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The current system of internal financial control is aligned with the statutoryrequirements. Effectiveness of internal financial control is ensured through managementreviews and controlled self-assessment.The Company's internal auditors carry out regularchecks on the adequacy of the internal financial controls. The Internal Audit Reports aresubmitted periodically to the Audit Committee. The Audit Committee reviews these reportswith the executive management and requisite corrective actions are taken by the processowners in their respective areas and thereby strengthen the controls.
26. SHARE CAPITAL:
The paid up Equity Share Capital as on March 31 2022 was Rs. 85984530/-.There wasno change in the Share Capital during the year under review. Authorised Capital of theCompany is Rs. 160000000/-.
27. PERFORMANCE EVALUATION :
Your Company believes that it is the collective effectiveness of the Board that impactsthe Company's performance and thus the primary evaluation platform is that of collectiveperformance of the Board. The parameters for evaluation of Board performance as laidunder evaluation criteria adopted by the Company have been derived from the Board's corerole of trusteeship to protect and enhance shareholder value as well as fulfillexpectations of other stakeholders through strategic supervision of the Company. Thequestionnaire of the evaluation criteria is a key part of the process of reviewing thefunctioning and effectiveness of the Board and for identifying possible paths forimprovement. Each Board member is requested to evaluate the effectiveness of the Boarddynamics and relationships information flow decision-making of the directorsrelationship to stakeholders company performance company strategy and the effectivenessof the whole Board and its various committees on a scale of one to five. Feedback on eachdirector is encouraged to be provided as part of the survey.
The said criteria also contemplate evaluation of Directors based on their performanceas directors apart from their specific role as independent non-executive and executivedirectors as mentioned below:
a. Every director will be evaluated on discharging their duties and responsibilities asenshrined under various statutes and regulatory facet participation in discussions anddeliberations in achieving an optimum balance between the interest of company's businessand its stakeholders.
b. Executive Directors will also be evaluated based on targets/criteria given toExecutive Directors by the Board from time to time in addition to their terms ofappointment.
c. Independent Directors will also be evaluated on discharging their obligations inconnection with their independence criteria as well as adherence with the requirements ofprofessional conduct roles functions and duties specifically applicable to IndependentDirectors as contained in Schedule IV to the Companies Act 2013.
The Board of Directors of your Company has made annual evaluation of its performanceand directors for the financial year 2021- 22 based on aforesaid criteria.
28. REPORTING OF FRAUDS:
During the year under review neither the Statutory Auditor nor the Secretarial Auditorhas reported to the Audit Committee under Section 143(12) of the Companies Act 2013 anyinstances of the fraud committed by the Company its officers and employees the detailsof which would need to be mentioned in the Board Report.
The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.