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Directors Report of Pact Industries Ltd.
Mar 31, 2024
Your directors feel pleasure in presenting the 31st Annual Report together with Audited
Annual Accounts of Pact Industries Limited for the year ended 31st March, 2024.
FINANCIAL RESULTS:
The summary of the financial performance of the Company for the financial year ended
March 31,2024 compared to the previous year ended March 31,2023 is given below:
|
(in lakh) |
||
|
Particulars |
Financial Year |
Financial Year |
|
ended |
ended |
|
|
31st March,2024 |
31st March,2023 |
|
|
Revenue from Operations and Other Income (Total |
650.54 |
2294.38 |
|
PBT before exceptional items |
-541.33 |
-79.49 |
|
Exceptional items |
0 |
0 |
|
Profit before Tax (PBT) |
-541.33 |
-79.49 |
|
Provision for Tax- Current |
0 |
0 |
|
Provision for Tax- Deferred |
-25.05 |
23.05 |
|
Profit after Tax |
-516.28 |
-102.54 |
|
Earnings Per Share (EPS) (in Rs) (after exceptional item ) |
(0.93) |
(0.19) |
|
- Diluted |
(0.93) |
(0.19) |
1. STATE OF COMPANY''S AFFAIRS:
Total Revenue from Operation for the year is Rs. 650.54 Lakhs as compared to Rs.
2294.38 Lakhs of previous year. The Net Profit (Loss) for the year ended 31.03.2024 is
(Rs. 516.28 Lakhs) as compare to Net Profit (Loss) of (Rs. 102.54 Lakhs) for the
previous year.
2. TRANSFER TO RESERVE:
The company has not transferred profits to the reserves and surplus during the year
under review.
3. DIVIDEND:
In order to accumulate funds for future projects, your directors do not recommend any
dividend for the year under review.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND:
Since there were no unpaid/unclaimed Dividend and other amounts, as prescribed
under Sections 124 & 125 of Companies Act, 2013 lying with the company, therefore,
the provisions of above mentioned sections do not apply to the company.
5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No Material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year and the date on which this report
has been signed except that the credit facility becomes NPA as declared by the bank
but the company is not declared as willful defaulter by any bank or financial institutions
or other lenders.
6. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the company during the year under
review.
7. SHARE CAPITAL:
During the year No equity shares were allotted to promoters or public.
7.1 BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
7.2 SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
7.3 BONUS SHARES:
No Bonus Shares were issued during the year under review.
7.4 EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
8. FINANCE:
8.1 CASH AND CASH EQUIVALENT:
Cash and Cash equivalent as at 31st March, 2024 is Rs. 3.21 Lakh. The Company
continues to focus on judicious management of working capital. Working Capital
parameters are kept under strict check through continuous monitoring.
8.2 DEPOSITS/ FIXED DEPOSITS:
During the year, Company has not accepted deposit from the public falling within the
ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Further, the Company has not repaid any deposit to public and
there are no deposits pending as on 31st March, 2024.
9.3 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Detail of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes of Financial Statements.
9. BOARD:
The Company recognizes and embraces the importance of a diverse board in its
success. We believe that a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help us, retain our
competitive advantage.
The changes in the Board of Directors of the Company during the Financial Year i.e.
01st April, 2023 to 31st March, 2024 are as follows:
1. Appointment of Mr. Eshaan Singh Takkar (Non-executive Director) w.e.f. 23.05.2023
2. Resignation of Mrs. Tanupreet Kaur as an Additional Non Executive Director w.e.f.
23.05.2023
The independent director Mrs Jasjeet Kaur has been exempted from passing the
proficiency test of the IICA and Mrs. Sushneet Kaur is yet to clear the proficiency test of
the IICA.
9.1 KEY MANAGERIAL PERSONNEL (KMP):
During the Financial Year 2023-24, The company did not have any company secretary
cum compliance officer during the year and the last company secretary Ms. Sharon
Arora had resigned on 30.03.2023.
9.2 NO. OF MEETINGS OF THE BOARD:
Seven meetings of the Board of Directors were held during the year. The details of
which are as following:
Details of the Meeting:-
|
Sr. No. |
Date of Meeting |
|
1. |
01-04-2023 |
|
2. |
23-05-2023 |
|
3. |
30-05-2023 |
|
4. |
14-08-2023 |
|
5. |
31-08-2023 |
|
6. |
14-11-2023 |
|
7. |
14-02-2024 |
The provisions of Companies Act, 2013 and Listing Regulations and SEBI (Listing
Obligations and Disclosure) Regulation, 2015 were adhered to while considering the
time gap between two meetings.
10. COMMITTEES OF BOARD:
The details regarding Committees of the Board of Directors of the Company are given
in the Report on Corporate Governance, which forms a part of this Report.
11. REMUNERATION POLICY AND BOARD EVALUATION:
Company has Nomination and Remuneration policy in place pursuant to Companies
Act, 2013 and SEBI (LODR) Regulation, 2015.
Independent directors in their meeting held on 14.02.2024, evaluated the performance
of the non independent director of the board including Managing Director. The minutes
of the meeting were placed before the board and board affirmed the same. The Board
has carried out an annual evaluation of its own performance, performance of its
Committees as well as the directors individually.
The details regarding process and criteria for evaluation are given in the Report on
Corporate Governance, which forms a part of this Report. The details pertaining to
remuneration as required under section 197(12) of the Companies Act, 2013 read with
rule 5(1) of the companies (appointment and remuneration of managerial personnel)
rules, 2014 is enclosed herewith as ''Annexure - A''
12. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director
under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and regulation
16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
13. CODE OF CONDUCT COMPLIANCE:
The declaration signed by the Managing Director affirming compliance with the Code of
Conduct by Directors and Senior Management, for the financial year ended March 31,
2024 is given in Report on Corporate Governance, which forms a part of this Report.
14. TRAINING OF INDEPENDENT DIRECTORS:
Every new independent director of the Board attends an orientation program. To
familiarize the new inductees with the strategy, operations and functions of our
Company, the executive directors / senior managerial personnel make presentations to
the inductees about the Company''s strategy, operations, product, markets, organization
structure, finance, human resources, technology, quality, facilities and risk
management.
15. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement:
a) in the preparation of the Annual Accounts for the Financial Year ended 31st March,
2024 the applicable Accounting Standards have been followed along with proper
explanation relating to material departures if any;
b) the directors had selected such accounting policies and applied them consistently
and made judgement and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at the end of the financial year
and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
16. AUDITORS:
16.1 STATUTORY AUDITORS:
M/s Parmod G Gupta & Associates, Chartered Accountants, was re appointed as as
statutory auditors of the Company, for a period of five years i.e. till the Annual General
Meeting to be held in 2028, by the Audit committee and the Board. They had confirmed
their eligibility
The auditors have not reported any fraud in its reports.
The Statutory Auditor had reported some observations:
⢠The company has suffered a loss during the current F.Y. for Rs. 516.28 Lakhs (Previous Year
Rs. 102.54 Lakhs), resulting in significant erosion of Net Worth.
⢠The account of the company has been classified as Non-Performing Asset by its banker namely
State Bank of India and subsequently recovery notices have been issued under relevant laws.
16.2 SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
M/s Bhambri & Associates (C.P No. 22626) was appointed as Secretarial Auditor of the
Company for the Financial Year 2023-2024. The Secretarial Audit Report is annexed
herewith as âAnnexure - Bâ.
The Board of Directors of the Company has appointed M/s Bhambri & Associates,
Company Secretaries to undertake the secretarial audit of the company for the
Financial Year 2024-2025 and onwards.
The Secretarial Auditor in his report stated the following observations / qualifications:
1. The Company had not published the Financial Results in the newspaper for quarter ended 30.06.2023,
30.09.2023, 31.12.2023 and 31.03.2024 and also had not published the Notice of AGM in the newspaper.
2. The Company has not paid the Annual listing fee to the exchanges.
3. The Company has not sent notices of the Annual General Meeting to the Members of the company along
with annual report.
4. The Company has not made disclosure of the Accounts of the Company to be NPA by the Bank.
5. The Company had not implemented structural digital database requirement as per regulation 3(5) and (6) of
SEBI (PIT) Regulations 2015 in a delayed manner till 15.11.2023.
6. The Company has not maintained the website as per BSE circular under regulation 46.
7. The Company has not updated its website on a regular basis.
8. The following compliances were delayed by the company during the financial year and the penalty for which
is also pending to be paid to the stock exchanges.
|
Sr no |
Regulation |
Quarter ended |
Remarks |
|
1 |
Regulation 30 Intimation of Resignation of Ms. Sharon Arora on |
30.03.2023 |
Delayed filing |
|
2 |
Regulation 30 Intimation of Resignation of Mrs Tanupreet kaur on |
23.05.2023 |
Non-filing |
|
3 |
Regulation 30 Intimation of Appointment of Mr Eshaan Singh Takkar on |
23.05.2023 |
Non-filing |
|
4 |
Regulation 31 Shareholding Pattern |
March 2023 |
Delayed filing |
|
5 |
Regulation 31 Shareholding Pattern |
June 2023 |
Delayed filing |
|
6 |
Regulation 13(3) Statement of Investor complaints |
March 2023 |
Delayed filing |
|
7 |
Regulation 13(3) Statement of Investor complaints |
June 2023 |
Delayed filing |
|
8 |
SDD compliance Certificate |
March 2023 |
Delayed filing |
|
9 |
SDD compliance Certificate |
June 2023 |
Delayed filing |
|
10 |
Regulation 40(9) |
March 2023 |
Delayed filing |
|
11 |
Regulation 7(3) |
March 2023 |
Delayed filing |
|
12 |
Intimation of Closure of Trading window |
June 2023 |
Non filing |
|
13 |
Regulation 27(2) Non-Applicability Certificate |
March 2023 |
Delayed filing |
|
14 |
Regulation 27(2) Non-Applicability Certificate |
June 2023 |
Delayed filing |
|
15 |
Regulation 76 Reconciliation of share capital |
March 2023 |
Delayed filing |
|
16 |
Regulation 76 Reconciliation of share capital |
June 2023 |
Delayed filing |
Explanation / Comment from the Board:
1. The Company is of the opinion that the information is already being shared on all possible
channels.
2. The company has asked for delisting of securities from MSEI, however MSEI has not taken any
steps for the same.
3. The Management has said the emails were sent to the shareholders for such notice.
4. This is due to the resignation of the CS cum Compliance Officer who used to take care of all the
Compliances
5. For the SDD compliance, the Company is a small company in size of operations and lately the
Company has been in losses and cannot afford any liabilities and manpower. The MD has stated
that the Company being a small company, in losses is unable to opt for the software required with
a database.
6. The website maintenance could not be followed up regularly being a small scale company in
losses.
7. The website maintenance could not be followed up regularly being a small scale company in
losses.
8. The explanations are as under
|
Sr no |
Regulation |
Quarter ended |
Explanation by the Board |
|
1 |
Regulation 30 Intimation of Resignation of Ms. Sharon |
30.03.2023 |
This is due to the resignation of the CS cum |
|
2 |
Regulation 30 Intimation of Resignation of Mrs Tanupreet |
23.05.2023 |
This is due to the resignation of the CS cum |
|
3 |
Regulation 30 Intimation of Appointment of Mr Eshaan |
23.05.2023 |
This is due to the resignation of the CS cum |
|
4 |
Regulation 31 Shareholding Pattern |
March 2023 |
This was delayed due to the non payment of |
|
5 |
Regulation 31 Shareholding Pattern |
June 2023 |
This was delayed due to the non payment of |
|
6 |
Regulation 13(3) Statement of Investor |
March 2023 |
This was delayed due to the non payment of |
|
7 |
Regulation 13(3) Statement of Investor |
June 2023 |
This was delayed due to the non payment of |
|
8 |
SDD compliance Certificate |
March 2023 |
This is due to the resignation of the CS cum |
|
9 |
SDD compliance Certificate |
June 2023 |
This is due to the resignation of the CS cum |
|
10 |
Regulation 40(9) |
March 2023 |
This is due to the resignation of the CS cum |
|
11 |
Regulation 7(3) |
March 2023 |
This is due to the resignation of the CS cum |
|
12 |
Intimation of Closure of Trading window |
June 2023 |
This is due to the resignation of the CS cum |
|
Regulation 27(2) Non-Applicability Certificate |
March 2023 |
This is due to the resignation of the CS cum |
|
|
Regulation 27(2) Non-Applicability Certificate |
June 2023 |
This is due to the resignation of the CS cum |
|
|
Regulation 76 Reconciliation of share capital |
March 2023 |
This is due to the resignation of the CS cum |
|
|
Regulation 76 Reconciliation of share capital |
June 2023 |
This is due to the resignation of the CS cum |
Further the Secretarial Auditor reported that
⢠The accounts of the Company has been classified as NPA by the Bank as on 31.03.2024
⢠That the trading in the Scrip of the company has been suspended due to non-payment of ALF
dues
⢠The Company is in violation of SEBI & Exchange Regulations and the Company had not
implemented structural digital database requirement as per regulation 3(5) and (6) of SEBI (PIT)
Regulations 2015 till 15.11.2023.
Explanation / Comment from the Board:
⢠The company''s operations have taken a hit and the company has not been able to perform due
to which the accounts have been classified as NPA.
⢠The Company has not paid Listing fee to MSEI and has raised a dispute and also its intention to
delist from MSEI but still the MSEI has been raising additional invoices for Annual Listing Fee.
This has caused the scrip of the company to be suspended, for which the company shall be filing
application for removal of the restriction.
⢠The Company is a small company in size of operations and lately the Company has been in
losses and cannot afford any liabilities and manpower. The MD has stated that the Company
being a small company, in losses is unable to opt for the software required with a database.
16.3 INTERNAL AUDITORS:
Mr. Bipin Bihari Singh performs the duties of internal auditor of the company and his
report is reviewed by the audit committee from time to time and has been re-appointed
for FY 2023-24 and onwards.
16.4 COST AUDITOR:
The Cost Audit was not applicable on the Company during the Financial Year 2023-24
as per Companies (Cost record & audit) Rules, 2014.
17. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
18. LISTING OF SECURITIES:
The Securities of the Company are listed on Bombay Stock Exchange Limited and
Metropolitan Stock Exchange of India Limited. The Company has not paid Annual
Listing Fees for the years Financial Year 2018-19, 2019-20, 2020-21, 2021-22, 2022¬
23, 2023-24 and 2024-25 and is in violation of SEBI & Exchange Regulations. The
Company has also not paid the fines/SOP fine imposed by the exchanges
19. COMMITTEES OF THE BOARD:
a) Audit Committee: The company had constituted Audit Committee of the
Company in compliance with provisions of Section 177 of the Companies Act, 2013
read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 by consisting following Members/Chairman:
|
Sr. No. |
Name of Directors |
Designation |
|
1. |
Mrs. Jasjeet Kaur |
Chairman |
|
2. |
Ms. Sushneet Kaur |
Member |
|
3. |
Mr. Harpreet Singh |
Member |
All the Members of Audit Committee are financially literate and have accounting
knowledge to interpret and understand the financial statements. During the year under
review, the Audit Committee Members, met Five (5) times.
|
Sr. No. |
Date of Meeting |
|
1. |
30-05-2023 |
|
2. |
14-08-2023 |
|
3. |
31-08-2023 |
|
4. |
14-11-2023 |
|
5. |
14-02-2024 |
b) Nomination and Remuneration Committee: The company had constituted
Nomination and Remuneration Committee of the Company in compliance with
provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting
following Members/Chairman:
|
Sr. No. |
Name of Directors |
Designation |
|
1. |
Mrs. Jasjeet Kaur |
Chairman |
|
2. |
Mr. Eshaan Singh Takkar |
Member |
|
3. |
Ms Sushneet Kaur |
Member |
The Nomination and Remuneration Committee Members met Three (3) times on
01.04.2023, 23.05.2023 and 31.08.2023.
c) Stakeholderâs Relationship Committee: The company had constituted
Stakeholder Relationship Committee (SRC) of the Company in compliance with
provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting
following Members/Chairman:
|
Sr. No. |
Name of Directors |
Designation |
|
1. |
Mrs. Jasjeet Kaur |
Chairman |
|
2. |
Mr. Harpreet Singh |
Member |
|
3. |
Ms. Sushneet Kaur |
Member |
The complaints received during the year, if any, were duly resolved. The Committee
meets as and when required, to deal with the investor related matters. The Stakeholder
Relationship Committee Members met once (1) time on 31.08.2023.
d) Risk Management Committee: The Company had constituted Risk
Management Committee in compliance with the provisions of Regulation 21 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting
following Members/Chairman:
|
Sr. No. |
Name of Directors |
Designation |
|
1. |
Mr. Eshaan Singh Takkar |
Chairman |
|
2. |
Mr. Jasjeet Kaur |
Member |
|
3. |
Ms. Sushneet Kaur |
Member |
No Risk Management Committee meeting was held during the year under review.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companyâs operations in future.
21. ANNUAL RETURN:
The Annual Return of the Company for the Financial Year 2022-2023 (Form MGT-7)
can be found on the website of the Company for which the link has been provided as
follows:
https://www.pactindustries.in/financial-reports/
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The company has set up vigil mechanism viz. Whistle Blower Policy to enable the
employees and directors to report genuine concerns, unethical behavior and
irregularities, if any, in the company noticed by them which could adversely affect
company''s operations. The same is reviewed by the Audit Committee from time to time.
No concerns or irregularities have been reported till date. The details of the Whistle
Blower Policy is explained in the Corporate Governance Report and also posted on the
website of the Company.
23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
24. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with Related Parties as defined under the Companies Act,
2013 and Clause 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, during the financial year were in the ordinary course of business
and on an arms length pricing basis and do not attract the provisions of Section 188 of
the Companies Act, 2013. The materially significant transactions with related parties
during the financial year which were not in conflict with the interest of the Company.
Suitable disclosure as required by the Accounting Standards (AS18) has been made in
the notes to the Financial Statements. The report of the Board in respect of the
particular of contracts or arrangements with related parties referred to sub section (1) of
Section 188 in form AOC-2 is annexed to this report in Annexure- C.
25. CORPORATE GOVERNANCE:
Corporate Governance Regulations under SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, are not applicable to the Company but still the company has
been doing some compliances on voluntary basis.
26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a prevention of sexual Harassment policy in line with the
requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition
and Redressal) Act, 2013. During the year 2023-24 no complaints were received by the
Company related to sexual Harassment.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure- Dâ.
28. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company is as follows:
The Composition of company constitutes One Executive Director (MD) only. No sitting fees have been
paid to any director during the Financial Year. The particulars of the employees who are covered by the
provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are:
The remuneration paid to Managing Director is 7,20,000/- per annum.
29. ONE TIME SETTLEMENT
During the period under review there has not been any OTS by the Company.
30. INSOLVENCY
During the period under review no application has been filed by or against the Company under
IBC for insolvency and nor any application is pending.
31. APPRECIATION AND ACKNOWLEDGEMENTS:
The company has been very well supported from all quarters and therefore your directors wish to place
on record their sincere appreciation for the support and co-operation received from Employees, Dealers,
Suppliers, Central and State Governments, Bankers and others associated with the Company. Your
Directors wish to thank the banks, financial institutions, shareholders and business associates for their
continued support and cooperation. We look forward to receiving the continued patronage from all
quarters to become a better and stronger company.
32. CAUTIONARY STATEMENT:
The statements contained in the Board''s Report and Management Discussion and Analysis contain
certain statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax regime, other
statues, market forces and other associated and incidental factors may however lead to variation in
actual results.
Date: 01.09.2024 By the Order of the Board
Place: Ludhiana For Pact Industries Limited.
Sd/- Sd/-
(Managing Director) (Non-Executive Director)
Harpreet Singh Eshaan Singh Takkar
DIN: 00570541 DIN: 07194501
Mar 31, 2017
Dear Fellow,
The Directors of your Company are presenting their 24th Annual Report together with the Audited Statement of Accounts of Pact Industries Limited for the year ended 31st March, 2017.
1. FINANCIAL HIGHLIGHTS.
The summary of the financial performance of the Company for the financial year ended March 31, 2017 compared to the previous year ended March 31, 2016 is given below:_
|
(in lakh) |
||
|
Particulars |
Year Ended |
Year Ended |
|
March 31,2017 |
March 31,2016 |
|
|
Net Sales/Income |
5221.92 |
5088.49 |
|
Gross profit before interest and depreciation |
229.17 |
221.23 |
|
Finance cost |
159.15 |
143.77 |
|
Profit before depreciation and amortization- (Cash Profit) |
70.01 |
77.46 |
|
Depreciation and Amortization |
29.73 |
48.23 |
|
PBT before exceptional items |
40.28 |
29.23 |
|
Exceptional items |
1.96 |
0.00 |
|
Profit before Tax (PBT) |
38.32 |
29.23 |
|
Provision for Tax- Current |
12.75 |
6.80 |
|
Provision for Tax- Deferred |
3.70 |
2.42 |
|
Profit after Tax |
21.87 |
20.01 |
|
Earnings per Share (EPS) (in Rs) (after exceptional item ) - Basic Diluted |
0.04 |
0.40 |
2. OPERATIONAL REVIEW :
The net sale for the year is Rs. 5221.92 as compared to Rs. 5088.49 Lakh of previous year.
5. DIVIDEND
Directors are of the view that as the Expansion Programme has already been announced and to implement the capital-intensive plans together with loan repayment; these shall be made from operating surplus. The reserves & surplus of the Company have been kept intact to facilitate this purpose, so dividends have not been recommended for the year ending 31.03.2017 in the long term interest of the company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
7. SHARE CAPITAL
âThe Authorized Share Capital of the Company is Rs. 6,00,00,000/- (Rupees Six Crores only) consisting of 5,00,00,000 (Five Crores) equity shares of Rs. 1/- each and 10,00,000 (Ten lakh ) Redeemable Preference Shares of Rs. 10/-(Rupees Ten ) each and paid-up Capital of the Company is Rs 4,94,08,000(Rupees Four Crore Ninety four Lakhs Eight Thousand Only) comprising of 4,94,08,000 (Forty crore ninety four lakhs and eight thousand) equity shares of Rs. 1/- each and 10,00,000(Ten Lakh) Redeemable Preference shares of Rs. 10/- each.
7.1 BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
7.2 SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
7.3 BONUS SHARES
No Bonus Shares were issued during the year under review.
7.4 EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
8. FINANCE
8.1 CASH AND CASH EQUIVALENT
Cash and Cash equivalent as at 31st March, 2017 is Rs. 46.27 Lakh. The Company continues to focus on judicious management of working capital. Working Capital parameters are kept under strict check through continuous monitoring.
8.2 DEPOSITS/ FIXED DEPOSITS
During the year, Company has not accepted deposit from the public falling within the ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not repaid any deposit to public and there is no deposits are pending as on 31st March, 2017.
8.3 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Detail of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes of Financial Statements.
9. BOARD
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.
9.1 No. Of Meetings Of The Board
During the year Seven(7) Board Meetings and Five (5) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement and SEBI (Listing Obligations and Disclosure) Regulation, 2015 were adhered to while considering the time gap between two meetings.
9.2 Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
9.3 Declaration By Independent Directors
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
9.4 Board Evaluation
Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
9.5 Training of Independent Directors.
Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Companyâs strategy, operations, product, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.
9.6 Re- Appointments
Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the details of Director appointed/ reappointment are given in this annual Report and forms part of this report.
9.7 Retirements and Resignations
During the year none of the directors has resigned from the directorship of the company.
10. COMMITTEES OF THE BOARD
a) Audit Committee : The company is having Audit Committee comprising of the following directors.
|
Name |
Status |
Category |
|
Mr. Narinderjit Singh |
Chairman |
Independent and Non-Executive Director |
|
Mr. Amandeep Singh |
Member |
Independent and Non-Executive Director |
|
Mr. Harpreet Singh |
Member |
Executive Director |
b) Nomination and Remuneration Committee : The company is having a Nomination and Remuneration Committee comprising of the following directors:
|
Name |
Status |
Category |
|
Mr. Narinderjit Singh |
Chairman |
Independent and Non-Executive Director |
|
Mr. Amandeep Singh |
Member |
Independent and Non-Executive Director |
|
Mrs. Jasjeet Kaur |
Member |
Independent and Non-Executive Director |
c) Corporate Social Responsibility Committee: Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.
d) Stakeholder Remuneration Committee : The Stakeholdersâ Relationship Committee was constituted by the Board on consequent to the dissolution of the Share transfer cum Investorsâ Grievance Committee. This Committee includes Mr. Narinderjit Singh (Chairman) and Mr. Amandeep Singh (member) and Mr. Harpreet Singh (member). Term of reference and other details are given in Corporate Governance Report and forms part of this report.
e) Risk Management Committee: The Company has formed the Risk Management Committee with its members as Mr. Amandeep Singh (Chairman), Mr. Narinderjit Singh (member) and Mrs. Jasjeet Kaur and the committee will perform its activities according to the Risk Policy finalized by the Board indicating the development and implementation of Risk Management.
11. DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (C) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
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 financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
12. AUDITORS
12.1 Statutory Auditors
At the Annual General Meeting the members will be required to appoint Auditors and fix their remuneration. M/s. Rajesh Mehru & Co., Chartered Accountants, statutory auditors of the company are retiring at the ensuing Annual General Meeting .and is not eligible for re-appointment pursuant to Sec 139(2) of the Companies Act, 2013. Therefore, M/S Gaur & Associates, Statutory Auditor (FRN No. 014727N & Membership No 085161) is eligible for appointment. The appointment, if approved, will be for a period of five years as required by Sec 139(1) of the act.
12.2 Secretarial Auditors
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 has appointed M/S Brij K. Tiwari & Associates (CP No.: 2831, FCS: 4442),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure - A''.
12.3 Internal Auditors
Mr. Bipin Bihari Singh performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.
12.4 Cost Auditor
The Cost Audit was not applicable on the Company during the Financial Year 2016-17 as per Companies (Cost record & audit) Rules, 2014.
13. LISTING OF SECURITIES
The Securities of the Company are listed on Bombay Stock Exchange Limited and Metropolitan Stock Exchange of India Ltd. The Company has not paid annual listing fee to exchanges for the year 2017-18.
14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
15. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ''Annexure- B''
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY.
The Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.
17. SUBSIDIARIES,JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
18. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.
All transactions entered into with Related Parties as defined under Clause 49 of the Listing Agreement and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. During the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The report of the Board in respect of the particular of contracts or arrangements with related parties referred to sub section (1) of Section 188 in form AOC-2 is annexed to this report in annexure- C
19. CORPORATE GOVERNANCE
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from Practicing Company Secretary confirming compliance forms an integral part of this Report.
20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place a prevention of sexual Harassment policy in line with the requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition and Redressal) Act, 2013. During the year 2016-17, no complaint were received by the Company related to sexual Harassment.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure- Dâ
22. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:
The company has two Executive Director and due to financial constraints being faced by the company, it has forgone remuneration paid to one executive director. Further, no sitting fees have been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.
23. APPRECIATION AND ACKNOWLEDGEMENTS
The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and
State Governments, Bankers and others associated with the Company. Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.
For and on behalf of the Board
For PACT INDUSTRIES LIMITED
Sd/- Sd/-
(Avtar Singh) (Harpreet Singh)
Chairman Managing Director
Place: Ludhiana
Date: 21.06.2017
Mar 31, 2015
Dear Members,
The Directors of your Company are presenting their 22nd Annual Report
together with the Audited Statement of Accounts of Pact Industries
Limited for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS.
The summary of the financial performance of the Company for the
financial year ended March 31, 2015 compared to the previous year ended
March 31,2014 is given below:
(in Lacs)
Particulars Year Ended Year Ended
March 31,2015 March 31,2014
Net Sales/Income 5156.59 5047.39
Gross profit before interest
and depreciation 239.01 193.43
Finance cost 160.32 110.40
Profit before depreciation
and amortisation- (Cash Profit) 78.69 83.03
Depreciation and Amortisation 57.85 63.12
PBT before exceptional items 20.84 19.91
Exceptional items 0.00 0.00
Profit before Tax (PBT) 20.84 19.91
Provision for Tax- Current 8.39 5.86
Provision for Tax- Deferred 0.78 0.29
Profit after Tax 11.67 13.76
Earning per Share (EPS)
(after exceptional item )
- Basic 0.24 0.28
- Diluted 0.24 0.28
2. OPERATIONAL REVIEW :
The net sale for the year is Rs.5156.59 as compared to Rs. 5047.39 lacs
of previous year.
4. TRANSFER TO RESERVE
The company has not transferred any amount in any reserve.
5. DIVIDEND
Directors are of the view that as the Expansion Programme has already
been announced and to implement the capital-intensive plans together
with loan repayment; these shall be made from operating surplus. The
reserves & surplus of the Company have been kept intact to facilitate
this purpose, so dividends have not been recommended for the year
ending 31.03.2015 in the long term interest of the company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
Since there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of Section 125 of the Companies Act, 2013 do not
apply.
7. SHARE CAPITAL
The Authorised Capital of the Company is Rs.6,00,00,000 (Rupees Six
Crore Only) comprising of 50,00,000 (Fifty Lakh) equity shares of Rs.
10/- each and 10,00,000(Ten Lakh) Redeemable Preference shares of Rs.
10/- each and paid-up Capital of the Company is Rs 5,94,08,000(Rupees
Five Crore Ninety four Lakhs Eight Thousand Only) comprising of
49,40,800 (Forty Nine Lakh forty thousand Eight Hundred) equity shares
of Rs. 10/- each and 10,00,000(Ten Lakh) Redeemable Preference shares
of Rs. 10/- each. During the financial year 2013-14 company has
allotted 10,00,000 preference shares of Rs. 10/- each on preferential
basis.
7.1 BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
7.2 SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
7.3 BONUS SHARES
No Bonus Shares were issued during the year under review.
7.4 EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
8. FINANCE
8.1 CASH AND CASH EQUIVALENT
Cash and Cash equivalent as at 31st March, 2015 is Rs. 50.14 lacs. The
Company continues to focus on judicious management of working capital.
Working Capital parameters are kept under strict check through
continuous monitoring.
8.2 DEPOSITS/ FIXED DEPOSITS
During the year, Company has not accepted deposit from the public
falling within the ambit of Section 73 of Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. Further, the Company
has not repaid any deposit to public and there is no deposits are
pending as on 31st March, 2015.
8.3 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Detail of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes of Financial Statements.
9. BOARD
The Company recognizes and embraces the importance of a diverse board
in its success. We believe that a truly diverse board will leverage
differences in thought, perspective, knowledge, skill, regional and
industry experience, cultural and geographical background, age,
ethnicity, race and gender, which will help us retain our competitive
advantage.
9.1 No. Of Meetings Of The Board
During the year Ten (10) Board Meetings and Four (4) Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
9.2 Policy On Director's Appointment And Remuneration.
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 6 members, three of whom are executive and
two are non-executive independent directors and one women director. The
Board periodically evaluates the need for change in its composition and
size.
Mr. Amarjit Singh resigned from the Directorship w.e.f. 25.02.2015 and
Mrs. Jasjeet Kaur appointed as Women Director on 25.03.2015.
The Company has adopted Nomination and Remuneration policy for
directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a
director and other matters provided under the Companies Act, 2013 and
clause 49 of the Listing Agreement. We affirm that the remuneration
paid to the directors is as per the terms laid out in the nomination
and remuneration policy of the Company. The Nomination and Remuneration
policy is explained in Corporate Governance Report.
9.3 Declaration By Independent Directors
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement
9.4 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration. The manner in which the evaluation has been carried out
has been explained in the Corporate Governance Report.
9.5 Training of Independent Directors.
Every new independent director of the Board attends an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive directors / senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations, product, markets, organization
structure, finance, human resources, technology, quality, facilities
and risk management.
9.6 Re- Appointments
As required under clause 49 of the Listing Agreement, the details of
Director appointed / reappointment are given in this annual Report and
forms part of this report.
9.7 Retirements and Resignations
During the year under review Mr. Amarjit Singh has resigned from the
directorship of the company w.e.f. 25.02.2015 respectively.
10. COMMITTEES OF THE BOARD
a) Audit Committee
The Audit Committee was re - constituted in accordance with the
provisions of Companies Act, 2013 and clause 49 of listing agreement on
09.12.2014. Audit Committee includes Mr. Amarjit Singh (Chairman), Mr.
Amandeep Singh (Member) and Mr. Narinderjit Singh Sethi (member). The
term of reference and other details are given in Corporate Governance
Report and forms part of this report.
Mr. Amarjit Singh resigned from the directorship of the company on
25.02.2015. Mr. Harpreet Singh is appointed as Chairman of the
Committee on 25.02.2015 in place of Mr. Amarjit Singh.
b) Nomination and Remuneration Committee
The remuneration committee was renamed and reconstituted as Nomination
and Remuneration Committee at a board meeting. The terms of reference
of the committee are disclosed in Corporate Governance Report and forms
part of this report.
c) Corporate Social Responsibility Committee
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the company. So, the Company has
not contributed towards it as Corporate Social Responsibility Committee
is not applicable.
d) Stakeholder Remuneration Committee
The Stakeholders' Relationship Committee was constituted by the Board
on consequent to the dissolution of the Share transfer cum Investors'
Grievance Committee. This Committee includes Mr. Narinderjit Singh
(Chairman) and Mr. Amandeep Singh (member). Term of reference and other
details are given in Corporate Governance Report and forms part of this
report.
e) Risk Management Committee
The Company has formed the Risk Management Committee with its members
as Mr. Amandeep Singh (Chairman), Mr. Narinderjit Singh (member) and
Mrs. Jasjeet Kaur (member) and the committee will perform its
activities according to the Risk Policy finalized by the Board
indicating the development and implementation of Risk Management.
11. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:Â
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.- Not applicable to Private Limited Company.
Internal financial control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its
business including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
12. AUDITORS
12.1 Statutory Auditors
M/s Rajesh Mehru & Co., Chartered Accountants, were appointed as
Statutory Auditors for a period of three years in the Annual General
Meeting held on 30.09.2014. Their continuance of appointment and
payment of remuneration are to be confirmed and approved in the ensuing
Annual General Meeting. The Company has received a certificate from
the above Auditors to the effect that if they are reappointed, it would
be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
12.2 Secretarial Auditors
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 has appointed M/S Brij K. Tiwari &
Associates (CP No.: 2831, FCS: 4442),Company Secretaries to undertake
the secretarial audit of the company. The Secretarial Audit Report is
annexed herewith as 'Annexure - A'.
12.3 Internal Auditors
Mr. Bipin Bihari Singh performs the duties of internal auditors of the
company and their report is reviewed by the audit committee from time
to time.
12.4 Cost Auditor
The Cost Audit was not applicable on the Company during the Financial
Year 2014-15 as per Companies (Cost record & audit) Rules, 2014.
13. LISTING OF SECURITIES
The Securities of the Company are listed on Bombay Stock Exchange
Limited. The Company has paid annual listing fee to exchanges for the
year 2015-16.
14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
15. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as 'Annexure- B'
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY.
The Company has a vigil mechanism named Fraud Risk Management Policy
(FRM) to deal with instance of fraud and mismanagement, if any. The
details of the Whistle Blower Policy is explained in the Corporate
Governance Report and also posted on the website of the Company.
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
18. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES.
All transactions entered into with Related Parties as defined under
Clause 49 of the Listing Agreement not attract the provisions of
Section 188 of the Companies Act, 2013. There were no materially
significant transactions with related parties during the financial year
which were in conflict with the interest of the Company. Suitable
disclosure as required by the Accounting Standards (AS18) has been made
in the notes to the Financial Statements. The report of the Board in
respect of the particular of contracts or arrangements with related
parties referred to sub section (1) of Section 188 in form AOC-2 is
annexed to this report in annexure- C
19. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company, together with a certificate from Practicing Company Secretary
confirming compliance forms an integral part of this Report.
20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013
The Company has in place a prevention of sexual Harassment policy in
line with the requirements of the sexual Harassment of Women at the
Workplace (prevention, prohibition and Redressal) Act, 2013. During the
year 2014-15, no complaint were received by the Company related to
sexual Harassment.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under section 134 (3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies
(Asccounts) Rules, 2014, is annexed herewith as "Annexure- D"
22. PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in
accordance with the provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed to the
Board's report.
Since there is no employee receiving remuneration of Rs. 60 lakh or
more, or employed for part of the year and in receipt of Rs. 5 lakh or
more a month, there is no information requires to be given under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014,
23. APPRECIATION AND ACKNOWLEDGEMENTS
The company has been very well supported from all quarters and
therefore your directors wish to place on record their sincere
appreciation for the support and co-operation received from Employees,
Dealers, Suppliers, Central and State Governments, Bankers and others
associated with the Company. Your Directors wish to thank the banks,
financial institutions, shareholders and business associates for their
continued support and cooperation. We look forward to receiving the
continued patronage from all quarters to become a better and stronger
company.
24. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in
actual results.
A. CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of Energy - Energy
conservation continues to receive priority attention at all levels. All
efforts are made to conserve and optimize use of energy with continuous
monitoring, improvement in maintenance and distribution system and
through improved operational techniques.
(ii) The steps taken by the company for utilizing alternate sources of
energy : NIL
(iii) The capital investment on energy conservation equipments - Due to
Industry scenario in previous years company was not able to spend any
money on equipments for energy conservation.
B Technology absorption -
(i) The efforts made towards technology absorption;
The Company is continuously endeavoring to upgrade its technology from
time to time in all aspects through in-house R&D primarily aiming at
reduction of cost of production and improving the quality of the
product. The Company has successfully achieved results in reducing the
cost of production, power consumption and improving technical
efficiencies and productivity.
(ii) The benefit derived like product improvement, cost reduction,
product development or import substitution: NONE
(iii) In case of imported technology ( imported during the last three
years reckoned from the beginning of the financial year) : NONE
a. The details of technology imported;
b. The year of import;
c. Whether the technology been fully absorbed;
d. If not fully absorbed, areas where absorption has not taken place,
and the reasons the reasons
thereof; and
(iv) The expenditure incurred on Research and Development: No specific
expenditure exclusively on R&D has been incurred. The indigenous
technology available is continuously being upgraded to improve the
overall performance of the Company.
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report on
the business and operations of the Company along with audited
statements of accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
(FIGURES IN LACS)
PARTICULARS Year ended Year ended
31.03.2013 31.03.2014
Turnover & Other Incomes 5041.82 5047.39
Profit before interest & Dep. 189.29 193.43
Interest 109.99 110.40
Depreciation 66.51 63.12
Profit before Tax 12.79 19.91
Provision for tax (including deferred tax liab.) 4.28 6.15
Profit after tax 8.51 13.76
Less: Income tax of previous years 0.00 0.00
Adjustments/ Losses 0.00 0.00
Transfer to General Reserve 0.00 0.00
Balance carried forward from earlier year 15.43 20.09
(Net of Deferred tax liabilities)
Carried to Balance Sheet 20.09 33.85
SUBSIDIARIES
The company does not have any subsidiary.
NO DEFAULT
The company has not defaulted in payment of interest and/ or repayment
of loans to any of the financial institution and/or banks during the
period under review.
DIVIDENDS
Directors are of the view that as the Expansion Programme has already
been announced and to implement the capital-intensive plans together
with loan repayment; these shall be made from operating surplus. The
reserves & surplus of the Company have been kept intact to facilitate
this purpose, so dividends have not been recommended for the year
ending 31.03.2014 in the long term interest of the company.
DIRECTORS
S. Gurdeep Singh & S. Amandeep SIngh are retiring by rotation and being
eligible offers themselves for re-appointment. Keeping in view their
contribution to the company the board recommends their re- appointment.
AUDITORS
At the Annual General Meeting the members will be required to appoint
Auditors and fix their remuneration. M/s. Rajesh Mehru & Co., Chartered
Accountants, statutory auditors of the company are retiring at the
ensuing Annual General Meeting and are eligible for re-appointment as
per certificate furnished pursuant to Sec 139(1) of the Companies Act,
2013. The appointment, if approved, will be for a period of three years
as required by Sec 139(1) of the act.
AUDITOR''S REPORT
The Auditors Report and Notes to the accounts are self-explanatory and
do not call for further comments.
SHARE CAPITAL
The Authorised Capital of the Company is Rs.6,00,00,000 (Rupees Six
Crore Only) comprising of 50,00,000 (Fifity Lakh) equity shares of Rs.
10/- each and 10,00,000(Ten Lakh) Redeemable Preference shares of Rs.
10/- each and paid-up Capital of the Company is Rs 5,94,08,000(Rupees
Five Crore Ninety four Lakhs Eight Thousand Only) comprising of
49,40,800 (Forty Nine Lakh forty thousand Eight Hundred) equity shares
of Rs. 10/- each and 10,00,000(Ten Lakh) Redeemable Preference shares
of Rs. 10/- each. During the financial year 2013-14 company has
allotted 10,00,000 preference shares of Rs. 10/- each on preferential
basis.
APPOINTMENT OF CSP
The board has appointed M/s. Brij K. Tiwari & Associates, Company
Secretaries, for providing consultancy services & doing certification
of various forms of company. The Compliance Certificate received in
accordance with the provisions of Section 383A(1)(a) read with the
Companies (Compliance Certificate) Rules, 2001 is annexed to the
Directors report. The said Compliance Certificate is Self explanatory
and needs no comments. The board hereby confirms that: -the company has
entered into transactions falling u/s. 297 of the Act on cash basis at
market price and hence no prior approval of Central Government has been
sought.
-the company has given advances, loans to persons falling u/s. 295 but
the same has been given for purchase of land.
-the company has not accepted any deposit falling within the provisions
of Section 58A.
-the company has not provided any loan or guarantee as mentioned u/s.
372A.
-the company has complied with the provisions of section 217 of the
Act.
COMPLIANCE CERTIFICATE
A compliance certificate obtained from M/s. Brij K. Tiwari &
Associates, Company Secretaries pursuant to provisions of Section 383A
is attached herewith. The same being self explanatory no comments are
required.
INDUSTRIAL RELATIONS
Industrial relations in all the units of the Company remained cordial
through out the year under review.
HUMAN RESOURCE DEVELOPMENT
Your company recognizes human resources as its most valuable resources
and lays considerable emphasis on their training and development with a
view to create a culture of learning trust safety and fairness. During
the period under review, your company continues to attract & retains
their talent from all parts of country. Your company is also heading
towards developments of internal trainers for imparting the training
and attitude building of the employees.
PARTICULARS OF EMPLOYEES
The information required in terms of section of 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended is NIL.
DEPOSITS
The company has not accepted any deposits during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
A statement of responsibility of directors pursuant to the provisions
of section 217 (2AA) of the Company Act 1956 is annexed and forms part
of this report.
CORPORATE GOVERANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A Certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Clause of the Listing Agreement is annexed
to the report on Corporate Governance.
CODE OF CONDUCT:
The Code of Conduct is in line with the provisions of Clause 49 of the
Listing Agreement has been framed / adopted by the Board and is
applicable to all the members of the Board and Senior Management
Executives. This Code forms an integral part of the Company''s
Government Policy. The Company adheres to the highest standards of
business ethics, compliance with the statutory and legal requirements
and commitment to transparency in business dealings.
Declaration affirming compliance of Code of Conduct.
A declaration by the Managing Director affirming compliance of Board
members and senior management personnel to the code is mentioned
herewith:
Declaration signed by the Managing Director
As provided under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Board Members and the Senior Personnel have confirmed
compliance with the code of conduct for the year ended 31st March,
2014.
Directors'' Responsibility Statement pursuant to the provisions of
Section 217 (2AA) of the Companies Act, 1956 and forming part of the
Directors'' report for the year ended 31st March, 2014.
The Statement of the Directors'' responsibility on the annual accounts
of the Company for the year ended 31st March, 2014 is given below:
1. That in preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2014 and of the profit or
loss of the Company for the year ended 31st March, 2014.
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 in and detecting fraud and other
irregularities.
4. That the directors had prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS
Yours Directors wish to place on record their thanks and appreciation
for the valuable support and co- operation of various agencies and
departments of the central and state governments, financial
institutions, banks, customers, suppliers, other business associates
and investors.
Yours Directors also acknowledge the dedicated efforts of the employees
at all levels and wish to records their sincere thanks to the investors
for reposing their continued confidence in the Company, which has
always been source of strength for the Company.
For Pact Industries Limited
Place: Ludhiana ( Harpreet Singh)
Dated: 05th September,2014 Managing Director
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 20th Annual Report on
the business and operations of the Company along with audited
statements at accounts for the year ended 31 st March. 2013.
FINANCIAL RESULTS
(FIGURES IN LACS)
PARTICULARS Year ended Year ended
31.03.2013 31.03.2012
Turnovers, Other Incomes 5041.82 4835.95
Profit before interest & Dep. 189.29 139.80
Interest 109.99 60.55
Depreciation 66.51 87.33
Profit before Tax 12,79 11.92
Provision for tax [including
deferred tax liab.) 4.28 0.46
Profit after tax 8.51 11.46
Less: income fox of previous years 0.00 0.00
Adjustments/ Losses 0.00 9.71
Transfer to General Reserve 0.00 o.oo
Balance caned forward from earlier year 15.43 13.68
(Net of Deferred tax liabilities)
Carried to Balance Sheet 20.09 15.43
* PRODUCTION AND SALES REVIEW :
During the year under review, Company has registered a turnover of Rs.
5041.82 lacs as compared to Rs,4635,95 lacs showing growth over the
previous year's turnover. Tie business- wise performance is as under
i) Fabric & cloth: During the year, the Sales of processed fabric
increased from 2025.77 lacs to 2035.99 lacs showing good growth over
the previous year. The Production of processed fabric also increased
during the year. Besides this during the year the Company has
undertaken Fabrication of outside parties although fabrication of
knitted cloth has decreased,
II) Garments The Company has not done any business In garment segment
due to huge competition,
Ill) Steel : During the year, the Sales of ingots (Steel ) increased
from 2540.72 lacs to 3005.83 Iocs showing good growth over the previous
year. The Production of Steel also increased during the year.
PROFITABILITY:
During 2012-13, the company generated EBIDT of Rs. 189.29 Lacs as
compared to Rs. 139.80 Lacs in the previous year registering on
annualized increase of 35.40 per cent on a year to year basis.
RESOURCES UTILISATION:
I) Fixed Assets: the Company's gross block stood at Rs. 879.28 Lacs on
March 31. 2013 as compared with Rs. 796.01 Lacs as al March 31. 2012.
ii) Working Capital; The Company makes aggressive purchases of raw
material with a seasonal availability to capitalize on cyclical
opportunity This translates into a large raw material inventory
reflected in the numbers drown on the Balance Sheet date. As a matter
of fiscal prudence, the company deploys JIT for all other raw
materials. The delivery period of the finished goods may extend over
the period of time, depending upon the manufacturing limitations and
economics of batch manufacture. As on the balance sheet date,
inventories included the slocks dispatched to customers against which
the documentary completion was pending.
Total working capital limit availed from bonk as on date of drawing the
balance sheet was at Rs.658.94 Lacs compared to Rs. 585.68 Lacs as on
March 31,2012.
* FINANCIAL CONDITIONS 6 LIQUIDITY:
Management believes that the Company's liquidity and capital resources
should be sufficient to meet its expected working capital needs and
other anticipated cosh requirements. The position of liquidity and
capital resources of the Company Is given below:
(Rs. in Lacs)
2012-13 2011-12
Cash & Cosh equivalents:
Beginning of the year 254.38 9.49
End of the Year 170.42 254.36
Net Cash provided (used) by:
Operating Activities -125.31 43.70
Investing Activities -113.59 -127.16
Financial Activities 154.94 328.35
d) Internal control System:
The Company has well defined internal control system. The Company takes
abundant care to design, review and monitor the working of internal
control system. Internal Audit in the organization is on independent
appraisal activity and it measures the efficiency, adequacy and
effectiveness Of other controls in the organization. All significant
issues are brought to the attention of the Audit Committee of the
Board.
e) MANAGEMENT perception of Risk 8. Concern:
The probable material effects of an uncertain environment [both
internal as well as external) on business goals are idenlified. The
factors, which could affect the performance vis-a-vis. the stated
objectives are determined. Each and every activity is analyzed and the
internal and external forces acting on them along with the negative
resultant which could possibly surface is identified where internal
factors are perceived to be the drivers, adequate policy- procedure
checks are installed within the business processes for earlier
recognition and corrective measure to overcome the same, in case of
external drivers, a continuous cost benefit analysis is done to take a
proactive approach and safe guard the business outcome on a substantial
basis.
Risk is necessary part and parcel of each business and risk taking is
must for business growth. However, negative impact of business risk has
to be managed through effective risk management both at policy
formulation and implementation levels. Operations of the company are
subject to general business risks, which include competition in the
market both national and international, fluctuation in currency parity
and political and social instability in the country. Though adequate
care is taken to minimize impact of such imponderables but it should be
understood that these inherent and Inescapable in any business
situation
f) Human Resources / Industrial Relations:
The Company continues to lay emphasis on building and sustaining
excellent organization climate based on human performance. Performance
management Is the key word for the Company.
Pursuit of proactive policies for industrial relations has a peaceful
and harmonious situation.
SUBSIDIARIES
The company does not have any subsidiary.
NO DEFAULT
The company has not defaulted in payment of interest and/ or repayment
of loans to any of the financial institution and/or banks during the
period under review.
DIVIDENDS
Directors ore of the View that as the Expansion, Programme has already
been announced and to implement the capital-intensive plans together
with loon repayment: these shall be made from operating surplus. The
reserves & surplus of the Company have been kept intact to facilitate
this purpose, so dividends have not been recommended tor the year
ending 31.03.2013 in the long term interest of the company.
DIRECTORS
S. Harpreet Singh & S. Amarji) Singh Walla are retiring by rotation and
being eligible Offers themselves for re- appointment. Keeping in view
their contribution to the company the board recommends their re-
appointment.
AUDITORS
M/s. Rajesh Mchru & Co. Chartered Accountants the statutory Auditors of
the Company retire at the ensuing Annual General Meeting and ore
eligible for re-appointment.
AUDITOR'S REPORT
The Auditors Report and Notes to the accounts are self-explanatory and
do not call tor further comments.
APPOINTMENT OF CSP
M/s. Brij K. Tiwani 8. Associates. Company Secretaries, retire at the
forthcoming Annual General Meeting and are eligible tor reappointment.
The Compliance Certificate received in accordance with the provisions
of Section 383A(1 )(a) read with the Companies (Compliance Certificate]
Rules 2001 is annexed to the Directors report. The board hereby
confirms that:
*the company has entered into transaction falling u/s. 297 of the Ad on
cash basis at market price and hence no prior approval of Central
Government has been sought,
*the company has given advances, loans to persons falling u/s. 295 but
the same has been given for purchase of land.
*the company has not accepted any deposit falling within the provisions
of Section 58A.
*the company has not provided any loan or guarantee as mentioned u/s.
372A.
*the company has complied with the provisions of section 217 or the
Act.
COMPLIANCE CERTIFICATE
A compliance certificate obtained from M/s. Brij K, Tiwari &
Associates, Company Secretaries pursuant to provisions of Section 383A
is attached herewith, the same being self explanatory no comments are
required.
INDUSTRIAL RELATIONS
industrial relations in all the units of the Company remained cordial
through out the year under review.
HUMAN RESOURCE DEVELOPMENT
Your company recognizes human resources as its most valuable resources
and lays considerable emphasis on their training and development with a
view to create a culture of learning trust safety and fairness. During
the period under review, your company continues to attract & retains
their talent from all ports of country. Your company is also heading
towards developments of infernal Trainers for imparting the training
and attitude building of the employees.
PARTICULARS OF EMPLOYEES
The information required in terms of section of 217(2A) of the
Companies Act. 1956 read with Companies (Particulars of Employees)
Rules. 1975 as amended is NIL
DEPOSITS
The company has not accepted any deposits during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
A statement of responsibility of directors pursuant to the provisions
of section 217 (2AA) of the Company Act 1956 is annexed and forms part
at this report.
CORPORATE GOVERANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming port of the Annual Report of the
Company is annexed hereto. A Certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Clause of the Listing Agreement is annexed
to the report on Corporate Governance.
CODE OF CONDUCT
The Code of Conduct is in line with the provisions of Clause 49 of the
Listing Agreement has been framed /adopted by the Board and is
applicable to all the members of the Board and Senior Management
Executives. This Code forms on integral part of the Company's
Governance policy. The Company adheres to the highest Standards at
business ethics, compliance with the Statutory and legal requirements
and commitment to transparency in business dealings.
Declaration affirming compliance of Code of Conduct
A declaration by the Managing Director affirming compliance of Board
members and senior Management Personnel to the Code is mentioned
herewith:
ACKNOWLEDGEMENTS
Yours Directors wish to place on record their thanks and appreciation
for the valuable support and co-operation of various agencies and
departments of the central and state governments, financial
institutions, banks, customers, suppliers, other business associates
and investors.
Yours Directors also acknowledge the dedicated efforts of the employees
at all levels and wish to records their sincere thanks to the investors
for reposing their continued confidence in the Company, which has
always been source of strength for the Company.
BY THE ORDER Of THE BOARD
PLACE: LUDHIANA (AVTAR SINGH TAKKAR)
DATED: 05th September, 2013 CHAIRMAN
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the 19th Annual Report on
the business and operations of the Company along with audited
statements of accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS (FIGURES IN LACS)
PARTICULARS Year ended Year ended
31.03.2011 31.03.2012
Turnover & Other Incomes 2042.93 4635.95
Profit before interest & Dep. 15.67 139.80
Interest 7.13 60.55
Depreciation 5.77 67.33
Profit before Tax 2.77 11.92
Provision for tax (including deferred tax liab.) 0.00 0.46
Profit after tax 2.77 11.46
Less: Income tax of previous years 0.67 0.00
Adjustments/ Losses 0.00 9.71
Transfer to General Reserve 0.00 0.00
Balance carried forward from earlier year 11.59 13.68
(Net of Deferred tax liabilities)
Carried to Balance Sheet 13.68 15.43
SUBSIDIARIES
The company does not have any subsidiary.
NO DEFAULT
The company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institution and/or banks during the
period under review.
DIVIDENDS
Directors are of the view that as the Expansion Programme has already
announced and to implement the capital-intensive plans together with
loan repayment; these shall be made from operating surplus. The
reserves & surplus of the Company have been kept intact to facilitate
this purpose, so dividends have not been recommended for the year
ending 31.03.2012 in the long term insterest of the company.
DIRECTORS
S. Avtar Singh & S. Amandeep Singh are retiring by rotation and being
eligible offers themselves for re- appointment. Keeping in view their
contribution to the company the board recommends their re- appointment.
S.Charanpreet Singh has resigned from the directorship.
AUDITORS
M/s. Rajesh Mehru & Co. Chartered Accountants the statutory Auditors of
the Company retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
AUDITOR''S REPORT
The Auditors Report and Notes to the accounts are self-explanatory and
do not call for further comments.
APPOINTMENT OF CSP
M/s. Brij K. Tiwari & Associates, Company Secretaries, retire at the
forthcoming Annual General Meeting and are eligible for reappointment.
The Compliance Certificate received in accordance with the provisions
of Section 383A(1)(a) read with the Companies (Compliance Certificate)
Rules, 2001 is annexed to the Directors report.
The board hereby confirms that:
-the company has entered into transactions falling u/s. 297 of the Act
on cash basis at market price and hence no prior approval of Central
Government has been sought.
-the company has not given advances, loans to persons falling u/s. 295
except advances made in normal course of business.
-the company has not accepted any deposit falling within the provisions
of Section 58A.
-the company has not provided any loan or guarantee as mentioned u/s.
372A.
-the company has complied with the provisions of section 217 of the
Act.
COMPLIANCE CERTIFICATE
A compliance certificate obtained from M/s. Brij K. Tiwari &
Associates, Company Secretaries pursuant to provisions of Section 383A
is attached herewith. The same being self explanatory no comments are
required.
INDUSTRIAL RELATIONS
Industrial relations in all the units of the Company remained cordial
through out the year under review.
HUMAN RESOURCE DEVELOPMENT
Your company recognizes human resources as its most valuable resources
and lays considerable emphasis on their training and development with a
view to create a culture of learning trust safety and fairness. During
the period under review, your company continues to attract & retains
their talent from all parts of country. Your company is also heading
towards developments of internal trainers for imparting the training
and attitude building of the employees.
PARTICULARS OF EMPLOYEES
The information required in terms of section of 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended is NIL.
DEPOSITS
The company has not accepted any deposits during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
A statement of responsibility of directors pursuant to the provisions
of section 217 (2AA) of the Company Act 1956 is annexed and forms part
of this report.
CORPORATE GOVERANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A Certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Clause of the Listing Agreement is annexed
to the report on Corporate Governance.
Directors'' Responsibility Statement pursuant to the provisions of
Section 217 (2AA) of the Companies Act, 1956 and forming part of the
Directors'' report for the year ended 31st March, 2012.
The Statement of the Directors'' responsibility on the annual accounts
of the Company for the year ended 31st March, 2012 is given below:
1. That in preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit or
loss of the Company for the year ended 31st March, 2012.
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 in and detecting fraud and other
irregularities.
4. That the directors had prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS
Yours Directors wish to place on record their thanks and appreciation
for the valuable support and co- operation of various agencies and
departments of the central and state governments, financial
institutions, banks, customers, suppliers, other business associates
and investors.
Yours Directors also acknowledge the dedicated efforts of the employees
at all levels and wish to records their sincere thanks to the investors
for reposing their continued confidence in the Company, which has
always been source of strength for the Company.
BY THE ORDER OF THE BOARD
PLACE: LUDHIANA (AVTAR SINGH TAKKAR)
DATED: 1 st September, 2012 CHAIRMAN
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 18th Annual Report on
the business and operations of the Company along with audited
statements of accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS (FIGURES IN LACS)
PARTICULARS Year ended Year ended
31.03.2011 31.03.2010
Turnover & Other Incomes 2042.93 1989.81
Profit before interest & Dep. 15.67 10.04
Interest 7.13 1.22
Depreciation 5.77 6.64
Profit before Tax 2.77 2.18
Provision for tax (including deferred tax liab.) 0.00 0.00
Profit after tax 2.77 2.18
Less: Income tax of previous years 0.67 0.00
Adjustments/ Losses 0.00 0.00
Transfer to General Reserve 0.00 0.00
Balance carried forward from earlier year 11.59 8.99
(Net of Deferred tax liabilities)
Carried to Balance Sheet 13.68 11.59
EXPANSIONS:
During the current Year the Company has started iron, steel casting
unit. The future of iron & steel products is bright keeping in view the
future demand for infrastructure projects and housing sector.
SUBSIDIARIES
The company does not have any subsidiary.
NO DEFAULT
The company has not defaulted in payment of interest and/ or repayment
of loans to any of the financial institution and/or banks during the
period under review.
DIVIDENDS
Directors are of the view that as the Expansion Programme has already
announced and to implement the capital-intensive plans together with
loan repayment; these shall be made from operating surplus. The
reserves & surplus of the Company have been kept intact to facilitate
this purpose, so dividends have not been recommended for the year
ending 31.03.2011 in the long term interest of the company.
DIRECTORS
S. Narinderjit Singh Sethi & S. Amarjit Singh Walia are retiring by
rotation and being eligible offers themselves for re-appointment.
Keeping in view their contribution to the company the board recommends
their re- appointment.
Mr. Harpreet Singh, Mr. Gurdeep Singh is Managing Directors of the
company drawing a remuneration of Rs.1.80 Lac p.a. Mr. Charanpreet
Singh is a Whole time Director of the company drawing a remuneration of
Rs.1.56 Lac p.a. The board proposes to reappoint them at the same
remuneration for a period of 3 years.
The company is required to have a remuneration committee consisting of
three independent directors and to fulfill this requirement the board
had appointed Mr. Amandeep Singh as additional director of the company
on 01.09.2011 and he is retiring at the forthcoming AGM.
The company has received a notice pursuant to section 257 proposing the
appointment of Mr. Amandeep Singh as director alongwith the required
deposit.
AUDITORS
M/s. Rajesh Mehru & Co. Chartered Accountants the statutory Auditors of
the Company retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
AUDITOR''S REPORT
The Auditors Report and Notes to the accounts are self-explanatory and
do not call for further comments.
APPOINTMENT OF CSP
M/s. Brij K. Tiwari & Associates, Company Secretaries, retire at the
forthcoming Annual General Meeting and are eligible for reappointment.
The Compliance Certificate received in accordance with the provisions
of Section 383A(1)(a) read with the Companies (Compliance Certificate)
Rules, 2001 is annexed to the Directors report. The board hereby
confirms that:
-the company has entered into transactions falling u/s. 297 of the Act
on cash basis at market price and hence no prior approval of Central
Government has been sought.
-the company has given advances, loans to persons falling u/s. 295 but
the same has been given for purchase of land.
-the company has not accepted any deposit falling within the provisions
of Section 58A.
-the company has not provided any loan or guarantee as mentioned u/s.
372A.
-the company has complied with the provisions of section 217 of the
Act.
COMPLIANCE CERTIFICATE
A compliance certificate obtained from M/s. Brij K. Tiwari &
Associates, Company Secretaries pursuant to provisions of Section 383A
is attached herewith. The same being self explanatory no comments are
required.
INDUSTRIAL RELATIONS
Industrial relations in all the units of the Company remained cordial
through out the year under review.
HUMAN RESOURCE DEVELOPMENT
Your company recognizes human resources as its most valuable resources
and lays considerable emphasis on their training and development with a
view to create a culture of learning trust safety and fairness. During
the period under review, your company continues to attract & retains
their talent from all parts of country. Your company is also heading
towards developments of internal trainers for imparting the training
and attitude building of the employees.
PARTICULARS OF EMPLOYEES
The information required in terms of section of 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended is NIL.
DEPOSITS
The company has not accepted any deposits during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
A statement of responsibility of directors pursuant to the provisions
of section 217 (2AA) of the Company Act 1956 is annexed and forms part
of this report.
CORPORATE GOVERANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A Certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Clause of the Listing Agreement is annexed
to the report on Corporate Governance.
Directors'' Responsibility Statement pursuant to the provisions of
Section 217 (2AA) of the Companies Act, 1956 and forming part of the
Directors'' report for the year ended 31st March, 2011.
The Statement of the Directors'' responsibility on the annual accounts
of the Company for the year ended 31st March, 2011 is given below:
1. That in preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2011 and of the profit or
loss of the Company for the year ended 31st March, 2011.
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 in and detecting fraud and other
irregularities.
4. That the directors had prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS
Yours Directors wish to place on record their thanks and appreciation
for the valuable support and co- operation of various agencies and
departments of the central and state governments, financial
institutions, banks, customers, suppliers, other business associates
and investors.
Yours Directors also acknowledge the dedicated efforts of the employees
at all levels and wish to records their sincere thanks to the investors
for reposing their continued confidence in the Company, which has
always been source of strength for the Company.
BY THE ORDER OF THE BOARD
PLACE: LUDHIANA (AVTAR SINGH TAKKAR)
DATED: 5th September, 2011 CHAIRMAN
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