Your Directors have the pleasure in presenting the 33rdAnnual Report of the Company
together with the Audited Accounts (Standalone and Consolidated) for the financial year
ended 31stMarch, 2023.
FINANCIAL RESULTS
The financial figures for the year under review are given below: (Rs. In Lakhs)
|
2022-2023 |
2021-2022 |
| Revenue from operations |
-- |
-- |
| Other income |
-- |
-- |
| Profit/(Loss) before Interest, Depreciation and Tax |
(13.58) |
(11.21) |
| Less : Interest & Bank charges |
(15.46) |
(19.86) |
| Profit/(Loss) |
(29.04) |
(31.07) |
| Depreciation |
-- |
-- |
| Profit/(Loss) before Tax |
(29.04) |
(31.07) |
| Provision for Current Tax |
0.00 |
0.00 |
| Provision for Deferred Tax |
0.00 |
0.00 |
| Profit/(Loss) after Tax |
(29.04) |
(31.07) |
| Transfer to General Reserve |
(29.04) |
(31.07) |
| Other Comprehensive Income for the period |
-- |
-- |
| Basic- Earning per equity share of Rs.10/- |
(0.48) |
(0.51) |
The company has not carried on any business activity during the year under review.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The financial statements have been prepared as per the Ind-AS whereby the preferential
share capital has been classified into debt liability and to find out the present value
the nominal value of these preference shares has been discounted @10% being rate of
dividend payable on these shares. The dividend/interest accrued there-upon for the
relevant financial year has been included and booked as “finance cost” however
since the last three years, the amortization of Deferred Revenue through the Statement of
Profit & Loss Account has been discontinued in order to stop booking notional
“Other Income”. The loss for the FY 2023 stands at Rs.29.04 Lakhs as compared to
Rs.31.07 lakhs during FY 2022. As per provisions of Ind AS 28, the Share of Loss from the
Joint Venture has been recognised only to the extent of carrying amount of Investment
before recognizing loss. The unrecognised losses amounting to Rs.34,23,425/- for FY
2022-2023 will be recognised when the share of Profits of the Company in M/s PAOS
Productions equals the value of investment not recognised and the aggregate amount not
recognised till 31-03-2023 amounts to Rs.2,26,93,981/-. Accordingly, the Value of
Investment made in PAOS Productions being in Negative not recorded in the books in order
to comply with the provisions of Ind AS-28.
INFORMATION ON STATE OF COMPANY'S AFFAIR
The company has not carried any commercial activity during the year under review. It
has no labour force but employed only administrative personnel.
FUTURE PROSPECTS
The company has entered into joint venture by becoming a Partner in a Partnership Firm
namely “PAOS Productions”. The said Joint venture has started its commercial
production and sales in Financial Year 2020-2021. However, up to 01.10.2021 the share of
company in the said Joint Venture was 50%. But the Share of Company in Joint Venture M/s
PAOS Productions has been reduced from 50% to 20% during the year 2021-2022 to conserve on
depletion of its investment value because being new unit M/s PAOS Productions is incurring
losses due to claiming of substantial depreciation on fixed assets as available to it
under the provisions of Income Tax Act. Presently, M/s PAOS Productions is a joint venture
entity among the partners namely M/s PAOS Industries Ltd. with 20% share, Sh. Sanjeev
Bansal with 5% Share, Smt. Rama Bansal with 25% share, Sh. Sahil Bansal with 25% share and
Sh. Salil Bansal with 25% Share as on 31-03-2023.During the current year, the said Joint
Venture had incurred losses of Rs.171.17 Lakhs as compared to Rs.353.55 Lakhs during the
Financial Year 2021-2022.
DIVIDEND
Your Directors express their inability to recommend any dividend for the year.
DEPOSITS
During the year under review, the Company has not accepted or renewed any deposits
falling within the
14 and accepted money/loan only from its Managing Director namely Mr. Sanjeev Bansal
which does not fall within the definition of deposits in terms of Rule 2(1)(c) of the
Companies (Acceptance of Deposits), Rule, 2014, as amended. The amount of said money/loan
stands at Rs.1424.09 Lakhs as on 31.03.2023.These borrowings from director are interest
free and presently the exact date of their repayment is not certain because the company is
not carrying on any commercial or business activity and does not have any operating assets
as on date to repay it, hence its classification as per Ind-AS is not presently feasible.
However, these loans are financial liability and have been presented and disclosed under
Non-Current Borrowings considering them to be not being paid within One year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since no Dividend declared and paid during last year, the provisions of Section 125 of
the Companies Act, 2013 does not apply.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
The profit/loss of the current year has been transferred to the Reserves& Surplus.
CHANGES IN EQUITY SHARE CAPITAL
There is no change in the Equity Share Capital of the company during the year under
review.
CHANGES IN DIRECTORS& KEY MANAGERIAL PERSONNEL
During the year under review, Mr Puneet Singhania had resigned from the post of
directorship of the company with effect from 30th May, 2022 due his personal
considerations however the Board of Directors in its meeting held on May 30, 2022 had
appointed CA Mr Jatin Duggal (DIN:09625747) as Additional Director with effect from May
31, 2022 which later on appointed as an Independent Director by the Shareholders of the
company for a period of Five Year commencing from 1st October, 2022 to 30th September,
2027 in place of Mr. Puneet Singhania. Mrs.Rama Bansal is liable to retire by rotation and
being eligible offer herself for re-appointment. During the year under review, there is no
change in the Key Managerial Personnel.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 185
During the Financial Year 2022-2023, the Company has not given any loan or Guarantee or
provided security in connection with a loan to any other body corporate and person and
also the company has not made any investment in any other body corporate.
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian
Accounting Standards ("Ind AS") andthe Standalone and Consolidated Financial
Results for the year 2022-2023 have been prepared in accordance with Ind-AS prescribed
under Section 133 of the Companies Act, 2013 read with the relevant rules issued there
under and the other recognized accounting practices and policies to the extent applicable.
STATUTORY AUDITOR
The members had appointed M/s Rakshit Khosla & Associates, Chartered Accountants
(FRN:017151N), Ludhiana as Statutory Auditors of the Company to hold office from the
conclusion of 30th Annual General Meeting until the conclusion of 35th Annual General
Meeting of company, subject to ratification of the appointment by the members at every AGM
in accordance with the provisions of the Companies Act, 2013 and the Rules made
there-under. The appointment of M/s Rakshit Khosla & Associates, Chartered Accountants
(FRN:017151N), Ludhiana as Statutory Auditors shall be for the Statutory Audit of FY
2020-2021 to FY 2024-2025 (both inclusive). Accordingly, the appointment of Rakshit Khosla
& Associates, Chartered Accountants (FRN:017151N), Ludhiana is being placed before the
shareholders for ratification for financial year 2023-2024.
STATUTORY AUDIT REPORT
The Auditor's Reports on the Standalone and Consolidated Financial Statements for the
financial year 2023 do not contain any qualification, reservation or adverse remark. The
Auditor's Reports are annexed to the financial statements.
COST AUDIT
As the company is not into operation and does not carry on any manufacturing activities
hence the provisions regarding applicability of Cost Audit are not applicable to the
company.
SECRETARIAL AUDITORS
M/s Rajeev Bhambri &Associates, Practicing Company Secretaries as the Secretarial
Auditor and the said firm had conducted the secretarial audit for the financial year
2022-2023. The Secretarial Auditors' Report for the financial year 2023 does not contain
any qualification, reservation or adverse remark. The Auditor's Report is enclosed with
this report.
DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review, the auditors i.e. statutory auditors and secretarial
auditors have not reported any matter under section 143(12) of the Act, and therefore, no
details are required to be disclosed under section 134(3)(ca) of the Act.
INTERNAL AUDITORS
The Company has adequate internal financial controls in place and the same is operating
effectively having regard to company's size and operations.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company
is required to disclose information related to remuneration paid during the year. The
detailed information in this regard is annexed to this report as “Annexure I”.
RELATED PARTY TRANSACTIONS
The company has not entered into any specific contract, arrangement and transaction(s)
with any of related parties during the year under review. However during the year under
review, the company had paid remuneration to the Company Secretary and Chief Financial
Officer (KMPs) and had obtained loan from Managing Director, the detail of these
transactions is stated in the Notes to accounts to Financial Statements. However, as
already reported, the company has entered into Joint Venture by becoming a Partner in the
firm namely PAOS Productions wherein the other partners are promoter/persons acting in
concert of promoters of the company. However, during the year under review, the company
had received only its share of loss from the said firm PAOS Productions although the same
has not been recognized. The Board of Directors of company has adopted Related Party
Transaction Policy and the same is available on the link:
https://drive.google.com/file/d/1AATwAepZhV96P0DKCZkE2dqph3dIMH_a/view Further all the
necessary detail of transaction entered with the related parties as defined under section
188 of the Companies Act, as defined under section 2(76) of the said Act are attached
herewith in Form-AOC-2 for your information as “Annexure-II”. DETAILS AND
INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES, ACT 2013
No material changes and commitments have taken place between the end of the financial
year of the Company to which balance sheet relates and date of report, which affects the
financial position of the Company.
INVESTOR SERVICES
The Company is committed to provide the best services to the shareholder/investors. M/s
Link Intime India Private Limited, New Delhi is working as Registrars and Share Transfer
Agents (RTA) of the Company for transfer, dematerialization of shares and other investor
related services. No correspondence/ enquiry from any shareholder/investor is pending with
the company for reply.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The company is not engaged in the manufacturing activities or any other commercial
activity as such your Directors express their inability to comment upon the conservation
of energy, technology absorption measures and there is no the foreign exchange earnings
and outgo during the year under review.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return, in format MGT-9, for the financial year 2022-23 has been
enclosed with this report as “Annexure III”.
As required under section 134 (3)(a) of the Act, the Annual Return is put up on the
company's website and can be assessed at
linkhttps://www.paosindustries.in/p/blog-page_7.html
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The company has entered into Joint Venture by becoming a Partner in the firm namely
PAOS Productions wherein the other partners are promoter/persons acting in concert of
promoters of the company. However, the company will received only its share of profit or
loss from the said firm PAOS Productions. The company does not have any subsidiary or
associate company neither company is a subsidiary of any company. with 20% share, Sh.
Sanjeev Bansal with 5% Share, Smt. Rama Bansal with 25% share, Sh. Sahil Bansal with 25%
share and Sh. Salil Bansal with 25% Share as on 31-03-2023.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
There is no change in composition of Key Managerial Personnel during the year under
review. The detail of Directors and Key Managerial Personnel at close of Financial Year
2023 is as per following:
| 1. |
Mr Sanjeev Bansal |
00057485 |
Managing Director |
| 2. |
Mrs Rama Bansal |
08156375 |
Non-Executive Director |
| 3. |
Mrs Meenu Uppal |
07144268 |
Non-Executive Independent Director |
| 4. |
Mr Jatin Duggal |
09625747 |
Non-Executive Independent Director |
| 5. |
Mrs Ruchika Gulati |
ASIPA8598F |
Company Secretary |
| 6. |
Mr Rupinder Singh |
ECDPS5143H |
Chief Financial Officer |
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each independent director in
accordance with section 149 (7) of the Companies Act 2013, that he/she meets the criteria
of independence as laid out in sub section (6) of section 149 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
No material order has been passed by any regulator/court/tribunal during the year under
review.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
NUMBER OF MEETINGS
During the financial year 2022-2023 the Board of Directors met 4 (Four) times. Further,
the brief detail of Meetings of Board of Directors and its Committee Meetings is given in
corporate governance report which forms the part of Annual Report.
RISK MANAGEMENT POLICY
The Board of Directors of your Company has adopted the Risks Management Policy. The
policy establishes the process for the management of risk faced by the Company. The aim of
risk management is to maximize opportunities in all activities and to minimize adversity.
This policy applies to all activities and processes associated with the normal operations
of company.
The Policy is to assist the Board of Directors in fulfilling its responsibilities with
regard to enterprise risk management. Further, the Policy strives to assist the Board in
framing, implementing and monitoring the risk management plan for the Company and
reviewing and guiding the risk policy. The Policy on Risks Management may be accessed at
https://www.paosindustries.in/p/risk-management-policy.html
EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH
REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013 AND RULE 8(4) OF THE COMPANIES
(ACCOUNTS) RULES 2014
Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried
out an evaluation of its own performance, directors individually as well as the evaluation
of the Committees as per the Criteria laid down in the Nomination Remuneration Evaluation
policy. Further the Independent directors have also reviewed the performance of the
Non-Independent Directors and Board as a whole including reviewing the performance of the
Chairperson of the Company taken into account the views of the Executive Directors and Non
Executive Directors vide their separate meeting.
AUDIT COMMITTEE
Pursuant to the provisions of 177 of the Companies, Act and Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
constituted Audit Committee with the objectives to monitor, supervise and effective
management of company's finance, to ensure effective internal financial controls and risk
management systems with high level of transparency and accuracy. The Chairman of Audit
Committee is an Independent Director and all the members of the Audit Committee are
non-executive directors. The composition of the Audit Committee consists of two
Independent Directors viz. Mrs Meenu Uppal (Chairperson) & Mr. Jatin Duugal (Member)
and one Non-Executive Director namely
Corporate Governance Report which forms the part of this Annual Report. During the
year, Mr. Jatin Duggal was appointed as Member of Audit Committee in place of Mr. Puneet
Singhania who had resigned from the post of directorship of company with effect from May
30, 2022.
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION
134(3) (e) AND SECTION 178(3)
Pursuant to the provisions of 178 of the Companies, Act and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
adopted Nomination & Remuneration Policy for Directors, KMPs and Senior Management
Personnel. The said Policy is available at
https://drive.google.com/file/d/15tKXPuvnpat5AzQi23j9jxMSy2Gd3omh/view.
DISCLOSURE IN RELATION TO VIGIL MECHANISM
In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Policy is formulated to provide opportunity to employees and directors to
report to management concerns about unethical behavior, actual or suspended fraud or
violation of the Code of conduct or policy. The mechanism provides for adequate safeguards
against victimization of employees and directors who express their concerns and also
provides for direct access to Chairman/Members of Audit Committee in exceptional cases.
The policy is applicable to all employees and directors of the Company. The policy on
Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the
Company's website at the link https://www.paosindustries.in/p/investor-services.html
SECRETARIAL AUDIT REPORT
Secretarial Audit Report in format MR-3 by M/s Rajeev Bhambri& Associates, Company
Secretaries is annexed with the Board Report. Secretarial Audit Report is annexed herewith
as “Annexure IV”. There is no adverse remark in it requiring explanation(s) by
the Board. Also annexed as “Annexure-V” is the certificate of
Non-Disqualification of Directors for the Financial Year ended 31st March, 2023.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that- (a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; (b) They 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 loss of the company for that period; (c) They 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) They had prepared the annual accounts ongoing concern basis; (e)
They had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and (f) They had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANLYSIS REPORT
Management Discussion and Analysis Report as required under the Regulation 34 (2) (e)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in
the Annexure-VI forming part of this report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015 the report on Corporate Governance together with Practicing Company
Secretary's Certificate on compliance with this regard and Managing Director's declaration
in this regarding compliance of code of conduct by Board Members and Senior Management
Personnel is attached as Annexure-VII and forms part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which may impact the going concern status of the
Company and its operations in future.
GENERAL DISCLOSURE
Your Director state that no Disclosure or Reporting is required in respect of the
following items as there is no transaction on these items during the year under review.
1. Details relating to Deposits covered under Chapter V of the Act.
2. Issue of Equity Shares with Differential right, as to dividend, voting or
otherwise.
3. Issue of shares with including sweat equity shares to employees of the
Company under any scheme.
4. No significant or Material order were passed by the regulators or courts or
tribunal which impacted the going concern status and company's operation in future, your
director further state that during the year under review, there were no case filed
pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013.
ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the valuable support and
co-operation received from sub-brokers, business associates, vendors, bankers, financial
institutions, investors, stakeholders, registrar and share transfer agent, other business
affiliates and media. The Board places on record its sincere appreciation towards
stakeholders for their continued co-operation and support to the company and look forward
to the continuance of this supportive relationship in future. Your Directors also places
on record their deep sense of appreciation for the devoted services of the employees
during the period under review. FOR AND ON BEHALF OF THE BOARD
|
(Sanjeev Bansal) |
(Meenu Uppal) |
|
Managing Director |
Director |
|
DIN:00057485 |
DIN: 07144268 |
|
662/2, Premjit Road, |
B-34/2129, New Chander Ngr |
| Date: 14-08-2023 |
Gurdev Nagar Ludhiana-01, |
Ludhiana-141001, Punjab |
| Place: Ludhiana |
Punjab |
|
|