To the Members,
The Directors present the Annual Report of Partani Appliances Limited along with the
audited financial statements for the financial year ended March 31, 2020.
Financial Performance:
The financial performance of the Company for the financial year ended March 31, 2020 is
summarized below:
(Rupees in Lakhs)
| Particulars |
FY 2019-2020 |
FY 2018-2019 |
| Total Income |
2 |
117.33 |
| Profit before Interest & Depreciation |
4.00 |
5.02 |
| Less: Interest |
0 |
0.79 |
| Profit before Depreciation |
3.30 |
4.23 |
| Less: Depreciation |
- |
- |
| Profit after Depreciation |
3.30 |
4.23 |
| Less: Income Tax & FBT for the Current Year |
0.86 |
1.10 |
| Profit after Tax |
2 |
3.13 |
Performance review:
During the year under review the Company's income has Increased from Rs 117.33 Lakhs to
Rs. 209.82 Lakhs and the Company had made a profit of Rs. 2.44 lakhs against a Profit of
Rs. 3.13. lakhs reported in the previous financial year.
Dividend
The Company has not recommended any dividend for the year under review.
Change in the nature of business, if any:
There is no change in the nature of business of the Company, during the year under
review.
Share Capital
The Authorized Share Capital of the Company stands at Rs. 13,00,00,000 (Rupees Thirteen
Crore only) divided into 1,30,00,000 (One crore Thirty Lakhs only) Equity Shares of Rs.
10/- (Rupees Ten) each.
The Paid-up Share Capital is Rs. 12,31,02,000/- (Rupees Twelve Crore Thirty-One Lakh
Two Thousand Only) divided into 1,23,10,200 (One Crore Twenty-Three Lakh Ten Thousand Two
Hundred Only) equity shares of Rs. 10/- each.
No change in the Share Capital of the Company has occurred during the year.
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
Subsidiary, Associate companies
Company do not have any subsidiary, associate or Joint venture companies.
Deposits
The Company has not accepted any deposits from the public and no amount of principal or
interest on public deposits was outstanding as on the balance sheet date within the
meaning of Section 73 and section 74(1) of Companies Act, 2013 and Rule 2 (c) of Companies
(Acceptance of Deposits) Rules, 2014.
Transfer to Reserves
No amount was transferred to reserves for the year ended 31March, 2020.
Directors and Key Managerial Personnel (KMP)
The Total number of Directors of the Company as on 31st March 2020 was 4 Out of which 1
Women Promoter Director and 2 are Promoter Group Directors and 1 is Independent Director.
Relevant information on composition of the Board and number of meetings is provided in
‘Board of Directors' section of Corporate Governance Report which forms part of this
Annual Report.
In compliance with Regulation 36(3) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations, 2015, brief resume of the Director
proposed to be re-appointed is attached along with the Notice of the ensuing Annual
General Meeting.
Mr. Suresh Chandra Partani, the Director of the Company is also liable to retire by
rotation at the ensuing Annual General Meeting and offers himself for re-appointment.
During the year Mr. Muralikrishna Mohan Rao Kunapareddy was appointed as Non- Executive
Independent Director on 10th day of July, 2019 whose appointment was approved
by Shareholders in the Annual General Meeting held on 30th September 2019.
Mr. Mukul Suryakash Kewalramani has tendered his resignation as Company Secretary and
compliance officer of the Company w.e.f. 23rd July,2019 due to personal
reasons.
Appropriate resolutions for the appointment/ re-appointment of Directors are being
placed before you for your approval at the ensuing Annual General Meeting.
Declaration by Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, all the Independent Directors of your Company have given
declaration that they have met the criteria of independence as required under the Act and
the regulations.
Formal Annual Evaluation of the performance of the Board, its Committees and the
Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out
performance evaluation taking into consideration of various aspects of the Board's
functioning, composition of Board, and its Committees, execution, and performance of
specific duties, obligations and governance. The Performance of evaluation of Independent
Directors was completed. The Performance evaluation of Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of Directors expressed
their satisfaction with evaluation process.
Remuneration Policy
Your Directors has, on the recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Directors, Senior Management
Personnel and their remuneration. The Remuneration Policy forms part of the Corporate
Governance Report.
Board Committees
Detailed composition of the mandatory Board committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders Grievances' Committee, number of
meetings held during the year under review and other related details are set out in the
Corporate Governance Report which forms a part of this Report.
Number of Meetings of the Board and Audit Committee
A calendar of meetings is prepared and circulated in advance, to the Directors. During
the year 07(Seven) Board Meetings and 04 Audit Committee Meetings were convened and held,
the details of which are given in the Corporate Governance Report.
Particulars of Loans, Guarantees or Investments
The Company has not granted any loans or guarantees which are covered under the
provisions of Section 185 and 186 of the Companies Act, 2013. The Company has not made any
Investments which are covered under the provisions of Section 186 of the Companies Act,
2013.
Disclosure under the Sexual Harassment of Women at Workplace
In accordance with the provisions of the Sexual Harassment of Women at the workplace
(Prevention, Prohibition and Redressal) Act, 2013, the company is required to have an
Anti- sexual harassment policy though which an Internal Complaints Committee is
constituted. The said committee meets at regular intervals to redress any complaints
received by the committee in these lines and after due deliberation aims at disposing off
the complaints. However there has been no such complaint filed within the company till
date.
Related Party Transactions
All Related Party Transactions are entered on Arm's Length basis and are in compliance
of the Companies Act, 2013 and the SEBI (LODR) Regulations.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis
for the transactions which are of a foreseen and repetitive nature. The transactions
entered into pursuant to the omnibus approval so granted are audited and a statement
giving details of all related party transactions is placed before the Audit Committee and
the Board of Directors for their approval on an annual basis.
Disclosures of transactions of the listed entity with any person or entity belonging to
the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity,
in the format prescribed in the relevant accounting standards for annual results.
The Related Party Transaction at Arm's length basis are annexed to this report as
Annexure I.
Vigil Mechanism
The Company has established a Vigil Mechanism/Whistle Blower Policy, pursuant to the
provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation
4(2)(d)(iv) of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015
which enables its directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy and provides safeguards against victimization of director(s)/employee(s),
who avail of the mechanism. The Policy has been appropriately communicated to the
employees within the organization.
Director's responsibility statement
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 with
respect to Directors Responsibility Statement, it is hereby confirmed.
i. That in the preparation of the Annual Accounts for the financial year ended March
31, 2019 the applicable accounting standards had been followed along with proper
explanation relating to material departures.
ii. The Directors have 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 the end of the financial year and
of the profit and loss of the Company for that period.
iii. That the Directors had taken proper and sufficient care towards 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.
iv. That the Directors had prepared the accounts for the financial year ended March 31,
2019 on a going concern basis.
v. That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively
That systems to ensure compliance with the provision of all applicable laws were in
place and were adequate and operating effectively.
Extract of Annual Return
Form MGT 9 containing details, forming part of Board's Report which is the extract of
the Annual return is annexed to this report as Annexure II, pursuant to the provisions of
Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014.
Auditors
Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if
any, of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the
Company, M/s. Jeedigunta & Co, Chartered Accountant, (FRN. 0013225), was appointed by
the members at the 32 nd Annual General Meeting (AGM) to hold office until the
conclusion of the 37thAnnual General Meeting (AGM) to be held in the year 2022.
Management Reply to Auditor's Report
Qualification:
During the Financial year the Company has not received the interest on Loans &
Advances of Rs.4.61 crores outstanding in the books of accounts as on 31.03.2020. if the
company has provided the interest @9% on loans & advances of Rs.4.61 Crores the Profit
is increased by an amount of Rs.41,47,794/- i.e. from Profit of Rs.3,30,288/- to profit of
Rs.44,78,082/-.The Management explained such that the parties to whom the Inter Corporate
Deposit is extended has written to company stating its inability to pay Interest on ICD
outstanding for F.Y 2019-20. However the said parties has assured to return the
outstanding ICD of Rs.4.61crore during the current F.Y 2020-21. Hence the company thought
it appropriate not to provide interest on the said ICD.
As Auditors of the Company we suggested the management to take stringent recovery steps
as the Parties to whom Advances have been extended had given similar assurance in the
earlier financial year also.
Reply:
The qualification of Auditors are self explanatory.
Reporting of Fraud
The Auditors of the Company have not reported any frauds specified under Section
143(12) of the Companies Act, 2013.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed, Mr. Akhil Mittal (Membership No: ACS No 38717, CP No 21095) Practicing Company
Secretary to undertake the Secretarial Audit of the Company. Secretarial Auditor Report
for the year 2019-20 given by Mr. Akhil Mittal, in the prescribed 'Form MR-3' is annexed
to this report in Annexure III.
The qualification mentioned in Secretarial Audit Report are self-explanatory and does
not comments of the Board of Directors. However, the Board is taking all possible measures
to make all the non-compliance good, mentioned in the Secretarial Audit Report, and make
sure proper procedures are placed to avoid such non-compliance in future.
Company and its Management will be taking steps for Revocation of suspension of trading
in accordance with requirements of BSE guidelines
Adequacy of Internal Financial Controls
The Company has established and is maintaining internal controls and procedures. The
Board of Directors have evaluated the effectiveness of the Company's internal controls and
procedures and confirm that they are adequate based on the size and the nature of its
business.
Internal Audit
The Company has a well-established system of Internal Audit which carries out audit on
Risk Management framework covering all the functions.
Corporate Governance
Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, a separate report on corporate governance has been included in this
Annual Report in Annexure IV together with a certificate from the auditors of the Company
regarding compliance of conditions of Corporate Governance, the reports on Management
Discussion and Analysis and General Shareholder Information.
All Board members and senior management personnel have affirmed compliance with the
Code of Conduct for the year 2019-20. A declaration to this effect signed by the Whole
Time Director Chief Financial Officer KMP) of the Company is contained in this Annual
Report.
Development and Implementation of Risk Management Policy
Information on the development and implementation of a risk management policy for the
Company including identification therein of elements of risk which in the opinion of the
Board may threaten the existence of the Company is given in the report on Management
Discussion and Analysis.
Management discussion and analysis report
Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report is annexed
as Annexure-V as a part of the Annual Report.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act 2013 relating to Corporate Social
Responsibility do not apply to the Company.
Conservation of Energy, Technical Absorption and Foreign Exchange Earning and Outgo
The details of energy conservation, technology absorption and foreign exchange earnings
and outgo as required under Sec.134 (3) (m) of the Companies Act 2013, read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 are given in the Annexure-VI forming part of this
report.
Declaration about Compliance with Code of Conduct by Members of the Board and Senior
Management Personnel
The Company has complied with the requirements about the Code of Conduct for Board
members and Senior Management Personnel.
Significant and material orders passed by the regulators or court
There are no significant and material orders passed by the Regulators/ Courts that
would impact the going concern status of the Company and its future operations.
Material Changes & Commitments
The World Health Organization declared a global pandemic of the Novel Coronavirus
disease (COVID-19) on February 11th, 2020. In enforcing social distancing to contain the
spread of the disease, our offices and client offices all over the world have been
operating with minimal or no staff for extended periods of time. To effectively respond to
and manage our operations through this crisis, the Company triggered its business
continuity management program, chaired by the Chief Operating Officer. In keeping with its
employee-safety first approach, the Company quickly instituted measures to trace all
employees and be assured of their well-being. Our teams reacted with speed and efficiency,
and quickly leveraged technology to shift the workforce to an entirely new
‘work-from-home' model. Proactive preparations were done in our work locations during
this transition to ensure our offices and training centers were safe. Approximately 93% of
the production workforce were enabled in a rapid manner to work remotely and securely,
thus ensuring that client commitments were not materially compromised. Policy changes
related to working from home and IT infrastructure support were rolled out overnight to
help our employees shift to this new work paradigm. Continuous communication on the latest
updates played a key role in enabling our employees to stay on top of the evolving
situation. Several initiatives were rolled out to make teams and managers effective while
working from different locations. The Company would implement a phased and safe
return-to-work plan as and when lockdown restrictions are relaxed.
Training of independent directors
Whenever new Non-executive and Independent Directors are inducted in the Board, they
are introduced to our Company's culture through appropriate orientation session and they
are also introduced to our organization structure, our business, constitution, Board
procedures, our major risks and management strategy.
Industrial Relation
Industrial relations remand cordial throughout the year and your Directors express
their deep gratitude to all the employees. The Company is pursuing its policy to provide a
congenial working environment at workplace.
Listing
The Company's shares are listed on BSE Limited.
Transfer of Unclaimed Dividend to Investor Protection Fund
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
Transfer of Unclaimed Dividend to Investor Protection Fund
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
Particulars of Employees
A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not Applicable to the Company.
In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at
the Registered Office of the Company.
Copies of this statement may be obtained by the members by writing to the Company at
the Registered Office of the Company. The ratio of the remuneration of each Director to
the median employee's remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not Applicable.
Acknowledgement:
Your Directors take this opportunity to express their grateful appreciation for the
co-operation and continued support by Central and State Governments, Banks, Suppliers and
business associates as well as shareholders. Your Directors also place on record their
appreciation for the devoted services rendered by all employees for the dedication and
sense of commitment shown by the employees at all levels and their contribution towards
the performance of the company.
|
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By the Order of the Board |
|
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For Partani Appliances Limited |
|
Sd/- |
Sd/- |
| Place: Secunderabad |
VikasPartani |
Premlata Partani |
| Date: 28-08-2020 |
Whole Time Director |
Director |
|
(DIN: 02287293) |
(DIN: 02200569) |
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