PERMANENT MAGNETS LIMITED
Your Directors are pleased to present the 58th Annual Report together withthe Audited Statement of Accounts for the year ended 31st March 2019.
|Particulars ||31/03/2019 ||31/03/2018 |
|Sales ||12084.10 ||9276.60 |
|Other Income ||99.21 ||44.60 |
|Total Income ||12183.31 ||9321.20 |
|PBIDT & Extra Ordinary Items ||2387.21 ||883.77 |
|Interest ||151.07 ||165.36 |
|Depreciation ||156.18 ||127.62 |
|Profit before Extra Ordinary Items & tax ||2079.98 ||590.79 |
|Extra Ordinary Items ||- ||96.93 |
|Profit before Tax ||2079.98 ||687.72 |
|Current Tax ||613.26 ||140.22 |
|Deferred Tax ||(14.25) ||8.68 |
|Short /Excess provision of earlier years ||0.51 ||- |
|Profit/(Loss) for the year ||1480.46 ||538.82 |
|Other Comprehensive Income ||4.98 ||2.50 |
|Total Comprehensive Income for the period ||1485.44 ||541.32 |
|(Comprising Profit (Loss) and Other Comprehensive Income for the period) || || |
1. COMPANY'S PERFORMANCE:
Your Company's total revenue during the year under review was Rs.12183.31 Lakhs ascompared to Rs. 9321.20 Lakhs in the previous year. The Profit before Tax for the year2018-19 was higher at Rs. 2079.98 Lakhs as against Rs. 687.72 Lakhs in the previous year.Profit after Tax in 2018-19 stood at Rs. 1485.44 Lakhs as against Rs. 541.32 Lakhs in theprevious year.
2. DIVIDEND :
In order to conserve the resources of the Company the Board of Directors are notrecommending 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 financialyear.
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 at its meeting held on 29th May 2019 subject to theapproval of the shareholders in the general meeting re-appointed Shri. Rajeev Mundra (DIN: 00139886) as an Independent Director of the Company for a second term period of 5consecutive years with effect from 12th August 2019 on terms of remunerationas recommended by the Nomination & Remuneration Committee. A resolution in this behalfis set out at Item No. 3 of the Notice of Annual General Meeting for Members' approval.
Pursuant to the provisions of Section 152 of the Act Shri. Mukul Taparia (DIN:00318434) retires by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment. The Board recommends his re-appointment. In termsof Section 203 of the Act the following are the Key Managerial Personnel of the Company:- Shri. Sharad Taparia Managing Director - Shri. Sukhmal Jain CFO & SeniorVice President - Finance - Smt. Rachana Rane Company Secretary All the IndependentDirectors of the Company have given their declarations to the Company under Section 149(7)of the Act that they meet the criteria of independence as provided under Section 149(6) ofthe Act and Regulation 16(1)(b) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (the ListingRegulations').
In the opinion of the Board they fulfilthe conditions of independence as specified inthe Act and the Listing Regulations and are independent of the 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 thepreparation of the annual financial statements for the year ended March 31 2019 theapplicable standards have been followed along with proper explanation relating to materialdepartures if any; b) that such accounting policies as mentioned in Notes to theFinancial Statements have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that date; c) that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) that the annual financial statements havebeen prepared on a going concern e) that proper internal financial controls were in placeand that the financial controls were adequate and were operating effectively. f) thatsystems to ensure compliance with the provisions of all applicable laws were in place andwere adequate and operating effectively.
9. CORPORATE GOVERNANCE:
In terms of Regulation 27(2) read with Regulation 15(2) of Chapter IV of ListingRegulations the provisions of clauses relating to corporate governance is applicable toCompany with effect from FY 2019 -20.
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.
11.1 STATUTORY AUDITORS
The Members at the 56th Annual General Meeting of the Company held on 28thSeptember 2017 had appointed M/s. Ramanand & Associates CharteredAccountants (Firm Registration No. 117776W) as the Statutory Auditor of the
Company to hold office for a term of five years i.e. from the conclusion of the saidAnnual 61st Annual General Meeting of the Company to be held in 2022 subjecttoratificationof their appointment by the shareholders every year. The Ministry ofCorporate Affairs vide its Notification dated 7th May 2018 has dispensed withthe requirement of ratification of Auditor's appointment by the shareholders every year.Hencetheresolutionrelatingtoratificationof Auditor's appointment is not included in theNotice of the ensuing Annual General Meeting. The observations made in the Auditors Reportare self-explanatory.
11.2 SECRETARIAL AUDITOR
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 firmof Company Secretaries to undertake theSecretarial Audit of the Company for the year ended 31st March 2019. TheSecretarial Audit Report issued in this regard is annexed as "Annexure A".The observations made in the Secretarial Audit Report are self-explanatory.
11.3 INTERNAL AUDITORS
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 theAnnexure to the Auditor's Report the TDS i.e Rs. 8.47 lakhs pertaining to late filing fees
& interest which are as per Traces site of Income Tax (TDS) and With reference topara VII(c) the matter is being looked into and shall soon be appropriately dealt with. b)With reference to para VIII of the Annexure 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:
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.As per latest amendment name of top ten employees in terms of remuneration drawn is 1.Girish Mahajan 2. P A Kamath 3. Sukhmal Jain 4. Hemant Kore 5. Allen D'cunha 6. SunilVerma 7. Raghav Garg 8. Priti Kulkarni 9. Ajit Vanjare 10. Deepali Rane The informationrequired under Section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are given in "AnnexureB" 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 underreview were on an arm's length basis and in the ordinary course of business and is incompliance with the applicable provisions of the Act and the Listing Regulations. Duringthe year the Company had not entered into any contract/arrangement/transaction withrelated parties which could be considered material. Members may refer to Note 8 of Notesto Account of the standalone financial statement which sets out related party disclosures.
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 in "AnnexureC" 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 thisReport.
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
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 thisReport.
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. 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: 9th August 2019 || || |
|Corporate Office: || || |
| ||Sd/- ||Sd/- |
|B-3MIDC Industrial Area || || |
|Village Mira Mira Road - 401104 ||Sharad Taparia ||Mukul Taparia |
|Dist. Thane. ||Managing Director ||Director |