To
The Members, Panjon Limited
Your Board of Directors takes pleasure in presenting this Forty (40th) Annual Report
for the highlights of the finances, business, and operations of your Company along with
the Audited Financial Statements and Report of Auditors thereon for the Financial Year
ended 31st March, 2023.
COMPANYS FINANCIAL HIGHLIGHTS:
The highlights of the Companys financial results for the Financial Year 2022-23 are as
under:
Particulars |
FY 2022-23 |
FY 2021-22 |
Total Revenue from Operations |
609.13 |
843.23 |
Other Income |
38.24 |
29.72 |
Total Income |
647.37 |
872.95 |
Total Expenditure |
635.58 |
1274.22 |
Profit/loss before tax |
11.78 |
(401.27) |
Total Tax Expenses |
0 |
0 |
Net Profit/Loss |
11.78 |
(401.27) |
Earnings Per Share ( in Rs) |
|
|
Basic |
0.009 |
0.328 |
Diluted |
0.009 |
0.328 |
OPERATIONS PERFORMANCE:
Your Companys Total Income during the year under review was Rs. 647.37 as
compared to 872.95 in the previous year. Profit before Tax for the year 2022-23 was Rs.
11.78 as compared to Loss before Tax is Rs. (401.27) in the previous year. Profit for the
year 2022-23 stood at Rs. 11.78 as compared to Loss of Rs. (401.27) in the previous year.
The Financial Statements for the year ended March 31, 2023 have been prepared in
accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the
‘Act) and other relevant provisions of the Act. There are no material departures
from the prescribed norms stipulated by the accounting standards in preparation of the15
annual accounts.
Management evaluates all recently issued or revised accounting standards on an on-going
concern basis. The Company discloses Financial Results on a quarterly basis, which are
subject to Limited Review and publishes Audited Financial Results on an annual basis.
TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any amount to the
‘General Reserve and entire amount of profit for the year forms part of the
‘Retained Earnings
DIVIDEND:
For the Financial Year 2022-23, based on the Companys performance, the Board of
Directors have not recommended any dividend..
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year. The
company is mainly into the following businesses:
ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL:
During the year under review, The Authorized Capital of the Company is Rs.
15,50,00,000/- 15,50,00,00 Equity Shares of Rs. 10/- each and the Issued, Subscribed &
Paid Up Capital of the Company is Rs. 15,49,87,000/- , 1,54,98,700 Equity Shares of Rs.
10/- each.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER
OF PEOPLE EMPLOYED:
Human resources have always been of supreme importance at Panjon Limited as they are
the growth-drivers and the mainstay of the organization. The prominence of the people of
the organization stems from the belief that they are the authors of the Companys success
story. Integral to the Companys approach, Human resource development is its distinctive
strategy. The strategy ensures developing and nurturing a team of competent, passionate
and inspiring leaders who would turn to be the scribes of a promising futures slate.
Thus, building a future ready organization through true to type learning, innovation and
world-class execution. The Company believes that the alignment of all employees to a
shared vision and purpose is crucial for succeeding in the marketplace. Further it
recognizes the mutuality of interest with key stakeholders and is committed to building
harmonious employee relations.
Panjon Limited is confident that its employees will relentlessly strive to Annual
Report 2022-23 meet the growth agenda, deliver world-class performance and innovate newer
things. Thus they will uphold human dignity, foster team spirit and discharge their role
as ‘trustees of all stakeholders with true faith and allegiance.
The Company cares for its people, customers, suppliers, and community who are reflected
in the Companys policy, programs and development efforts.
NOMINATION AND REMUNERATION POLICY:
The Board of Directors has framed a policy, which lays down a framework in relation to
remuneration of Executive & Non-Executive Directors, Key Managerial Personnel, Senior
Management and other employees of the Company.
The policy outlines the criteria for determining qualifications, positive attributes,
relevant experience and Independence of Director and criteria for appointment of Key
Managerial Personnel / Senior Management and performance evaluation which are considered
by the Nomination and Remuneration Committee and the Board of Directors while making
selection of the candidates.
The Policy also lays down the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The
Nomination and Remuneration Policy of the Company is available
16
on the website of the Company and can be accessed through the web link at
www.panjon.in.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There have been no material changes and commitments, 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 this Report.
INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT:
The establishment of an effective corporate governance and internal control system is
essential for sustainable growth and long-term improvements in corporate value, and
accordingly, Panjon Limited works to strengthen such structures. We believe that a strong
internal control framework is an important pillar of Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate with
the size and complexity of its operations. The internal controls ensure the reliability of
data and financial information to maintain accountability of assets.
The Company has an effective internal control and risk mitigation system, which is
constantly assessed and strengthened with new/revised standard operating procedures. These
controls ensure safeguarding of assets, reduction and detection of fraud and error,
adequacy and completeness of the accounting records and timely preparation of reliable
financial information. Critical functions are rigorously reviewed and the reports are
shared with the Management for timely corrective actions, if any. Business risks and
mitigation plans are reviewed and the internal audit processes include evaluation of all
critical and high-risk areas.
The internal and operational audit is entrusted to M/s. B. JAKHETIYA & CO.
CHARTERED ACCOUNTANTS (Membership No. 405010 / FRN NO. 005696C ) The main focus of
internal audit is to review business risks, test and review controls, assess business
processes besides benchmarking controls with best practices in the industry. Significant
audit observations and follow-up actions thereon are reported to the Audit Committee. For
ensuring independence of audits, internal auditors report directly to the Audit Committee.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review were on arms
length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not
required. Further, there are no material related party transactions during the year under
review with the Promoters, Directors or Key Managerial Personnel.
All related party transactions are mentioned in the notes to the accounts. All Related
Party Transactions are placed before the Audit Committee for approval. Omnibus approval
was obtained on a yearly basis for transactions which are of repetitive nature.
Transactions entered into pursuant to omnibus approval are verified by the Audit Committee
and a statement giving details of all Related Party Transactions are placed before the
Audit Committee and the Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company and can be seen at the link www.panjon.in. None of
the Directors has any pecuniary relationship or transactions vis-?-vis the Company except
remuneration, ESOP and sitting fees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in the notes to Financial Statements forming part of the Annual
Report
DEPOSITS:
The Company has not accepted any deposits, within the meaning of Section 73 of the Act,
read with the Companies (Acceptance of Deposits) Rules, 2014.17
PERFORMANCE OF ASSOCIATE COMPANIES:
The Company has Associate Company, therefore it is required to provide detail of
performance of Associate Company. Hence, AOC -1 is required to be attached to the said
report.
CORPORATE GOVERNANCE :
Company is committed to maintain high standards of Corporate Governance to achieve
business excellence and strengthen the confidence of all stakeholders. The Company
constantly endeavors to create and sustain long-term value for all its stakeholders
including, but not limited to, shareholders, employees, customers, vendors, suppliers,
investors and the wider communities that we serve.
Your Company has complied with the mandatory Corporate Governance requirements
stipulated under the Listing Regulations. A separate Report on Corporate Governance is
annexed as Annexure-III hereto forming part of this report together with the
requisite certificate from Parul Dwivedi & Associates, Practicing Company Secretary as
stipulated under the Listing Regulations
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) COMPOSITION:
The Companys Board of Directors consists of distinguished individuals with proven
competence and integrity. Besides strong financial acumen, strategic astuteness,
experience and leadership qualities, they have a significant degree of dedication to the
Company and invest adequate time to Meetings and preparation. In terms of requirement of
Listing Regulations, 2015, the Board has defined fundamentals, skills, expertise and
competencies of the Directors in the context of the Companys business for effective
functioning and how the current Board of
Directors is fulfilling the required skills and competences. As of March 31, 2023, the
Board Comprises of five (5) Directors, out of which four (2) are Executive Directors and
three (3) are Non-Executive Independent Directors (including one Independent Woman
Director).
As on the date of this Report, following are the Key Managerial Personnel of your
Company in accordance with the provisions of Section 2(51) read with Section 203 of the
Act :
SR.NO. |
NAME OF DIRECTOR |
CATEGORY |
DESIGNATION |
| 1 |
Mr. Jay Kothari |
Executive Director |
Managing Director |
| 2 |
Mrs. Anju Kothari |
Executive Director |
Director |
3 |
Mrs. Pooja Vishal Bhandari |
Non Executive, Independent Director |
Independent Woman Director |
4 |
Mr. Amit Mehta |
Non Executive, Independent Director |
Independent Director |
5 |
Mr. Prakash Doshi |
Non Executive, Independent Director |
Independent Director |
6 |
Mr. Athak Mahajan |
Non Executive, Independent Director |
Additional Director |
7 |
Mr. Rajiv Kumar |
Non Executive, Independent Director |
Additional Director |
8 |
Mrs. Arpita Vijayvargiya |
Key Managerial Personnel(KMP |
Company Secretary and Compliance Officer |
| 9 |
Mr. Pramod Kumar Ajmera |
Key Managerial Personnel(KMP) |
Chief Financial Officer |
Mr. Amit Mehta has resigned from Directorship w.e.f. 29th August,2023
Mr. Prakash Doshi has resigned from Directorship w.e.f. 29th August,2023
Mr. Athak Mahajan appointed as Additional Director w.e.f. 31st August,2023
Mr. Rajiv Kumar appointed as Additional Director w.e.f. 31st August,2023
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APPOINTMENT/ RE-APPOINTMENT:
The Board of Directors at its meeting held on 31st August, 2023 Appointed Mr.
Athak Mahajan (DIN-10292097) and Mr. Rajiv Kumar (DIN-10292119) as an Additional director
(Non-Executive Independent Director) subject to approval of shareholders at the ensuing
Annual General Meeting of the Company for the period of Five (5) years commencing from 31-08-2023
to 30-08-2028. Resolution seeking shareholders approval for her appointment along
with other required details are provided as an Annexure to Notice of the Annual General
Meeting.
Ms.Arpita Vijay Vargiya (Membership No. A69681)was appointed as Company Secretary and
Compliance Officer of the company w.e.f. 12-08-2023.
CESSATION:
Mr. Amit Mehta (DIN: 02610151) and Mr. Prakash Doshi (DIN: 00910638) Independent
Director, stepped down as an Independent Director and Member of the Board effective 29th
August, 2023 due to Preoccupation in other activities and inability to devote time to the
business affairs of the Company.
Ms.Sonam Asati (Membership No. A67268)was appointed as Company Secretary and Compliance
Officer of the company w.e.f. 08-08-2022 and resigned w.e.f. 26-11-2022.
Mr.Shubham Sharma (Membership No. A70122 )was appointed as Company Secretary and
Compliance Officer of the company w.e.f. 11-02-2022 and resigned w.e.f. 7-06-2023.
They confirmed that there were no other material reasons for their resignation. The
Board of Directors place on record their deep appreciation for the contributions and
guidance provided by Mr. Amit Mehta and Mr. Prakash Doshi during their tenure.
DIRECTORS RETIRING BY ROTATION:
In accordance with the provisions of Section 152 of the Act and the Companys Articles
of Association Mrs. Anju
Kothari (DIN: 00567422) Executive Director who retires by rotation at the forthcoming
Annual General Meeting ("AGM") and being eligible, has sought re-appointment.
Based on recommendation of the Nomination and Remuneration Committee, the Board of
Directors has recommended her re-appointment and the matter is being placed for seeking
approval of members at the ensuing Annual General Meeting of the Company.
Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2
on General Meetings, necessary details of Mrs. Anju Kothari (DIN: 00567422) are provided
as an Annexure-A to the Notice of the Annual General Meeting. None of the Directors
of the Company are disqualified for being appointed as Directors as specified in Section
164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
DECLARATIONS BY INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given declarations that they meet the
conditions of independence as laid down under Section 149(6) of the Act and Regulation
16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors fulfill the said conditions of independence. The Independent Directors have also
confirmed that they have complied with the Companys Code of Business Conduct &
Ethics.
The Ministry of Corporate Affairs ("MCA") vide Notification Number G.S.R.
804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the
provision relating to inclusion of names of Independent Directors in the Data Bank
maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of
the Company are registered with IICA.
In the opinion of the Board possess the requisite integrity, experience, expertise,
proficiency and qualifications.
FAMILIARIZATION PROGRAMMES:
The Company has a Familiarization programme for its Independent Director which is
imparted at the time of appointment of an Independent Director on Board as well as
annually. During the year, the Independent Directors of the Company were familiarized and
the details of familiarization programmes imparted to them are placed on the website of
the Company and the web link thereto is 19 www.panjon,in.
NUMBER OF MEETINGS OF THE BOARD :
The Board meets at regular intervals to discuss and decide on business policies and
strategies. The Board exhibits strong operational oversight with regular business
presentations at Meetings. The Board Meetings are prescheduled to help them plan their
schedules and ensure meaningful participation. Only in the case of special and urgent
business, should the need arise, of the Boards approval taken by passing resolutions
through circulation, as permitted by law, which are confirmed in the subsequent Board
meeting. The agenda for the Board Meetings includes detailed notes on the items to be
discussed to enable the Directors to take informed decisions.
During the Financial Year 2022-23, Five Meetings of the Board of Director were
conducted. The details of Board Meetings and the attendance of the Directors at such
meetings are also provided in the Corporate Governance
Report, which forms part of this Annual Report. The intervening gap between the
meetings was within the prescribed period under the Companies Act, 2013 and the Listing
Regulations.
Sr. No |
Date |
Board Strength |
No. of. Directors Present |
| 1 |
30th May, 2022 |
5 |
5 |
| 2 |
8th August, 2022 |
5 |
5 |
| 3 |
29th August, 2022 |
5 |
5 |
| 4 |
11th November, 2022 |
5 |
5 |
| 5 |
11th February, 2023 |
5 |
5 |
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and
Individual Director(s) based on the below parameters was satisfactory: (i) All Directors
had attended the Board meetings; (ii) The remunerations paid to Executive Directors are
strictly as per the Company and industry policy. (iii) The Independent Directors only
received sitting fees. (iv) The Independent Directors contributed significantly in the
Board and committee deliberation and business and operations of the Company and
subsidiaries based on their experience and knowledge and Independent views.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The policy of the Company on directors appointment and remuneration, including criteria
for determining qualifications, positive attributes, independence of a director and other
matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted
by the Board and are stated in this Board report. 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.
COMPOSITION OF BOARD COMMITTEES:
Currently, the Board has FOUR Committees: 1) Audit Committee, 2) Nomination and
Remuneration Committee, 3) Stakeholders Relationship Committee 4) Risk Management
Committee 5) Corporate Social Responsibility Committee.
A detailed note on the Board and its Committees is provided under the Corporate
Governance Report in Annexure-III that forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134
(3)
(c) of the Act :
(i) That in the preparation of the accounts for the financial year ended 31st March,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 the20 year under review;
(iii) That the Directors have taken proper and sufficient care 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;
(iv) That the Directors have prepared the accounts for the financial year ended 31st
March 2023 on a going concern basis.
(v) The internal financial controls are laid and have been followed by the company and
that such controls are adequate and are operating effectively. Such controls means
controls and policies and procedures adopted and adhered by the company for orderly and
efficient conduct of the business for safeguarding assets, prevention and detection of
frauds and errors and maintenance of accounting records and timely preparation of
financial statements and review its efficiency.
(vi) 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.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has carried out an annual evaluation of its own performance and that of its
Committees as well as performance of all the Directors individually, including Independent
Directors, Managing Director, Chief Financial Officer and Executive Directors.
Feedback was sought by way of a structured questionnaire covering various aspects of
the Boards functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and
Governance and the evaluation was carried out based on responses received from the
Directors. The performance evaluation of Committees was based on criteria such as
structure and composition of Committees, attendance and participation of member of the
Committees, fulfilment of the functions assigned to Committees by the Board and applicable
regulatory framework, frequency and adequacy of time allocated at the Committee Meetings
to fulfill duties assigned to it, adequacy and timeliness of the Agenda and Minutes
circulated, comprehensiveness of the discussions and constructive functioning of the
Committees, effectiveness of the Committees recommendation for the decisions of the
Board, etc.
The performance evaluation of Independent Directors was based on various criteria,
inter-alia, including attendance at Board and Committee Meetings, skill, experience,
ability to challenge views of others in a constructive manner, knowledge acquired with
regard to the Companys business, understanding of industry and global trends etc
The performance evaluation of the Directors and Committees was completed during the
year under review. The Independent Directors of the Company have held one meeting during
the year without the presence of Non-Independent Directors and members of the management
to review the performance of Non-Independent Directors and the Board of Directors as a
whole. The Board of Directors expressed their satisfaction with the evaluation process.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
The Company received the e- mail from BSE Limited dated 20th May, 2022 for
payment of SOP Fine and the company paid the fine of Rs. 2,12,400/- on 3rd
August, 2022 for Non-Compliance of 18(1) of SEBI (LODR)Regulation,2015: 1. Number of
independent directors in Audit Committee of a company should be atleast 2/3 of its total
members.Panjon Ltd has 3 independent directors and the total members are 5. BSE has
imposed Monetary penalty and Suspension of demat account of Promoters for this
Non-compliance.
The Composition of Audit Committee was not complied as atleast 2/3 members of audit
committee must be independent. However the composition of committee was not as per 18(1)
of SEBI (LODR)Regulation,2015.The company now has composed a proper Audit committee as per
Regulation 18 of SEBI (LODR),2015. the company paid the fine of Rs. 2,12,400/- on 3rd
August, 2022.
ENVIRONMENT, HEALTH AND SAFETY:
The Company ensures strict compliance with all the statutory requirements. The focus
continues on water
21
and energy conservation, increasing the proportion of green energy in the overall
energy consumption and reduction in generation of waste. The Company has robust
environment management system in place to ensure all environmental risks and opportunities
associated with our operations are taken care.
The safety culture is a journey and management through frequent communication and
training is strengthening the safety culture across the Organization and keep reinforcing
the discipline. We are also committed to provide a safe & healthy work environment
across all the manufacturing plants and offices. The management have put in place strong
processes and procedures across all the plants and have systems to continuously monitor
its adherence. The Companys plants continue to improve well-being of its personnel by
organizing occupational health examination, periodic health check-ups and workplace
monitoring.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the
Listing Regulations is implemented through the Companys Whistle Blower Policy to
enable the Directors, employees and all stakeholders of the Company to report genuine
concerns, to provide for adequate safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the Chairman of the Audit Committee. The
Whistle Blower Policy has been posted on the website of the Company at www.panjon.in.
During the financial year under review, no complaints were received under the Whistle
Blower Policy / Vigil mechanism
AUDITORS AND REPORTS:
a) Statutory Auditor & their Audit Report for the year ended March 31, 2023:
As per section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of two terms of five consecutive
years and each such term would require approval of the Members. In line with the
requirements of the Companies Act, 2013, Statutory Auditors M/S. Giriraj & Lohiya,
Chartered Accountants (ICAI Firm Registration: 006031C) who were appointed as
Statutory Auditors of the Company for a period of five consecutive years at the 36th
Annual General Meeting (AGM) of the Members held on September 30, 2019 till the Conclusion
of 41th Annual General Meeting of the Company to be held in the year 2024.
During the year, the statutory auditors have confirmed that they satisfy the
Independence criteria required under the Companies Act, 2013, the Code of Ethics issued by
The Institute of Chartered Accountants of India.
The Auditors Report on the Financial Statement for the year ended March 31, 2023, is unmodified
i.e., it does not contain any qualification, reservation, adverse remark or disclaimer and
notes thereto are self-explanatory and do not require any explanations. The Auditors had
not reported any fraud under Section 143(12) of the Act and therefore no details are
required to be disclosed under Section 134 (3)(ca) of the Act.
b) Secretarial Auditor & Their Audit Report For The Year Ended March 31, 2023
:
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 had
appointed CS Parul Dwivedi, Practising Company Secretary (Membership No. ACS 47597 CP
No. 20933) from M/s Parul Dwivedi & Co., Secretarial Auditor to undertake the
Secretarial Audit of the Company for the Financial Year ended
March 31, 2023.
The Secretarial Audit Report is included as Annexure-II and forms an integral
part of this Report. The Secretarial Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimer. During the year under review, the Secretarial
Auditor had not reported any fraud under Section 143(12) of the Act and therefore no
details are required to be disclosed under Section 134 (3)(ca) of the Act.
c) Cost Auditor:
22
During the financial year under review, provisions of Section 148 of the Act, read with
Companies (Audit & Auditors)Rules, 2014 and other applicable provisions, if any,
relating to the Cost Audit are not applicable to the Company.
REPORTING OF FRAUD :
During the year under review, the Statutory Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its officers or employees to
the Audit Committee under Section 143(12) of the Act, details of which need to be
mentioned in this Report.
NON COMPLIANCE ON PART OF THE COMPANY:
BSE has imposed Monetary penalty and Suspension of demat account of Promoters for the
Non-compliance under 18(1) of SEBI (LODR)Regulation,2015. The Composition of Audit
Committee was not complied as atleast 2/3 members of audit committee must be independent.
However the composition of committee was not as per 18(1) of SEBI
(LODR)Regulation,2015.The company now has composed a proper Audit committee as per
Regulation 18 of SEBI (LODR),2015. The company paid the fine of Rs. 2,12,400/- on 3rd
August, 2022.
ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at www.panjon.in.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 read with Schedule V to Listing Regulations, Management
Discussion and
Analysis Report, capturing your Companys performance, industry trends and other
material changes with respect to your Companys and its subsidiaries, wherever applicable,
for the year under review is presented in a separate section given as Annexure- I forming
part of this Annual Report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION&
REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims
to provide protection to employees at workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
All women employees whether permanent, temporary or contractual are covered under the
above policy. The said policy has been uploaded on the internal portal of the Company for
information of all employees.
During the year under review, there was no complaint of discrimination and harassment
including sexual harassment received by the committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of Energy, Technology Absorption are not applicable in the
case of the company. However the company took adequate steps to conserve the Energy and
used the latest technology.
FOREIGN EXCHANGE (inflow/outflow):
During the year under review there were no foreign Exchange Earnings. The Foreign
Exchange out go is Nil.
23
SECRETARIAL STANDARDS COMPLIANCES:
During the year under review, the Company has complied with all the applicable
Secretarial Standards issued by The Institute of Company Secretaries of India and approved
by the Central Government pursuant to Section 118 of the Companies Act, 2013.
GREEN INITIATIVES:
Your Company has adopted a green initiative to minimize the impact on the environment.
In commitment to keep in line with the Green Initiatives and going beyond it, electronic
copy of the Notice of 40th Annual General Meeting of the Company including the Annual
Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are
registered with the Company / RTA.
INSURANCE OF ASSETS:
All the fixed assets, finished goods, semi-finished goods, raw material, packing
material and goods of the company lying at different locations have been insured against
fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
CAUTIONARY STATEMENT:
Statements in this Directors Report and Management Discussion and Analysis Report
describing the Companys objectives, projections, estimates, expectations or predictions
may be "forward-looking statements" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Companys operations include
raw materials availability and its prices, cyclical demand and pricing in the Companys
principal markets, changes in Government regulations, Tax regimes, economic developments
within India and the countries in which the Company conducts business and other ancillary
factors.
ACKNOWLEDGEMENT:
The Board of Directors places on record its sincere appreciation for the dedicated
services rendered by the employees of the Company at all levels and the constructive
cooperation extended by them. Your Directors would like to express their grateful
appreciation for the assistance and support by all Shareholders, Government Authorities,
and Auditors, financial institutions, Customers, employees, suppliers, other business
associates and various other stakeholders.
Date: August 31, 2023 |
By Order of the Board |
Place: Indore |
Sd/- |
|
Jay Kothari |
|
Managing Director |
Regd. Office: |
DIN: 00572543 |
01 Panjon Farm House, |
|
Near Hinkargiri Jain Tirth |
|
Bijasan-Airport Road, Indore 452005 |
|
CIN : L24232MP1983PLC002320 |
|
Email : info@panjon.in |
|
Website: www.panjon.in. |
|
+91-9892691696
