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Permanent Magnets Ltd Directors Report

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Jul 15, 2024|11:30:00 AM

Permanent Magnets Ltd Share Price directors Report

To,

The Members,

PERMANENT MAGNETS LIMITED

Your Board of Directors have pleasure in presenting the 62nd Annual Report on the operational and business performance of the Company together with the Audited Financial Statements for the Financial Year ended March 31,2023.

FINANCIAL HIGHLIGHTS:

The Companys Financial Performance for the Financial Year ended March 31, 2023 is summarized below:

(Rs In Lakhs)

Particulars

31.03.2023 31.03.2022

Sales

18,273.95 12,951.07

Other Income

545.18 374.83

Total Income

18,819.14 13,325.90

PBIDT & Extra Ordinary Items

4,671.62 3,047.92

Interest

127.16 85.68

Depreciation

548.80 405.67

Profit before Extra Ordinary Items & tax

3,995.66 2,556.57

Extra Ordinary Items

- -

Profit before Tax

3,995.66 2,556.57

Current Tax

1,051.10 665.18

Deferred Tax

(30.65) (13.04)

Profit/(Loss) for the year

2,975.21 1,904.43

Other Comprehensive Income

0.83 1.02

Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)

2,976.04 1,905.45

1. COMPANYS PERFORMANCE:

Your Companys total revenue during the year under review was Rs. 18819.14 Lakhs compared to Rs. 13325.90 Lakhs in the previous year. The Profit before Tax for the year 2022-23 was Rs. 3995.66 Lakhs as against Rs. 2556.57 Lakhs in the previous year. Profit after Tax in 2022-23 stood at Rs. 2976.04 Lakhs as against Rs. 1905.45 Lakhs in the previous year.

2. DIVIDEND:

Your Directors have recommend a final dividend of T1.50/- (Rupee one & fifty paisa only) per share (viz 15%) per equity share of the face value of Rs. 10/- (Rupees Ten only) each for the financial year ended March 31, 2023. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting. The Dividend will be paid to members whose names appear in the register of members as on record date.

3. CHANGE IN THE NATURE OF THE BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8 of the Companies (Accounts) Rules, 2014.

4. TRANSFER TO RESERVE:

The Board of Directors of the Company has not recommended transfer of any amount to the General Reserve for the Financial Year ended March 31,2023.

5. DEPOSITS:

The company has not accepted any deposits from the public during the year pursuant to the provisions of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 or under Chapter V of the Companies Act, 2013 (the Act).

6. LISTING:

The shares of the Company are listed on "BSE Limited" at Mumbai. The Company has paid the applicable listing fees to the Stock Exchange till date.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are persons of eminence in areas such as business, industry, finance,law, administration etc. and bring with them experience and skills which add value to the performance of the Board.

In accordance with the provisions of Section 152(6) of the Act, Sunaina Taparia (DIN: 07139610), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends his re- appointment.

The Board recommends the reappointment of Sunaina Taparia (DIN: 07139610), for the consideration of the members of the company at the ensuing annual general meeting. Brief details of Sunaina Taparia has been mentioned in the notice convening the Annual General Meeting at Information in respect of the directors seeking appointment/re-appointment pursuant to the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standards.

None of the Directors, Key Managerial Personnel and their relatives are interested in the said resolution.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

- Sharad Taparia, Managing Director

- Sukhmal Jain, CFO & Senior Vice President - Finance

- Rachana Rane, Company Secretary

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm:

I. that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments 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, 2023 and of the profit of the Company for the year ended on that date;

III. 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;

IV. that the annual financial statements have been prepared 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;

VI. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

9. CORPORATE GOVERNANCE:

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A separate section on corporate governance along with a certificate from the auditors confirming compliance is annexed and forms part of the Annual Report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Since the Company has no subsidiaries, Joint Ventures or associate companies provisions of section 129(3) of the Companies Act, 2013 is not applicable. As the Company does not have any subsidiaries, associates or joint venture companies as per the Companies Act, 2013, no report on the performance of such Companies is provided.

11. AUDITORS:

Statutory auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Jayesh Sangharajka & Co. LLP Chartered Accountants (Firm Registration No.104184W/W100075) was appointed as Statutory Auditor of the Company in the 61st Annual General Meeting till the conclusion of the 66th Annual General Meeting of the Company. M/s. Jayesh Sangharajka & Co. LLP Chartered Accountants (Firm Registration No. 104184W/W100075) have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

M/s. Jayesh Sangharajka & Co. LLP and have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. Arun Dash & Associates, a firm of Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report issued in this regard is annexed as "Annexure A". The observations made in the Secretarial Audit Report are self-explanatory.

Internal Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the Company was undertaken on quarterly basis by M/S. G S Nayak & Co., Chartered Accountants. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors. Internal Audit report is reviewed by the audit committee from time to time.

12. EXPLANATION ON AUDITORS COMMENT:

The Board have to state as under with reference to the Auditors certain remarks as contained in the annexure to the Auditors Report:

With reference to para IX of the "Annexure A" to the Auditors Report, the Central Excise Loan interest has remained unpaid as the matter is pending for the cause of implementing agency claiming compound interest on an interest free excise loan under a scheme of incentives. Matter with relevant agencies and Government of India is being taken up and will be sorted out in due course of time. No material liability is expected in this regard.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as "Annexure B".

15.SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

Honble Bombay High Court has given interim stay order against the winding up order passed (against the Company) dated April 15, 2015. This was a lawsuit filed by M/s. Savino Del Bene Freight Forwarders (India) Private Limited. Company has deposited Rs. 19.05 Lakhs including interest as per direction of Honble Bombay High Court. The Appeal shall be added to the appropriate board for hearing. But the same is not yet listed on the Board of High Court.

16. RELATED PARTY TRANSACTIONS:

Related party transactions entered during the financial year under review are disclosed in Note No. 9 of Notes to Accounts of the Company for the financial year ended March 31, 2023. These transactions entered were at an arms length basis and in the ordinary course of business. There were no material significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in "Annexure C" in Form AOC-2 which is part of this report.

The Policy on the Related Party Transactions as approved by the Board is uploaded on the website of the Company.

17. CORPORATE SOCIAL RESPONSIBILITY:

As part of the Corporate Social Responsibility initiative the Company has spent an amount of Rs. 44.18 Lakhs towards the various CSR activities during the financial year 2022-23. A report on CSR Activities as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed herewith as "Annexure D".

The Company has adopted Corporate Social Responsibility Policy in line with Schedule-VII of Companies Act 2013. The CSR Policy is disclosed on the website of the Company www.pmlindia.com.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Whistle Blower Policy has been uploaded on the website of the Company under investors tab at www.pmlindia.com.

19. CONSERVATION OF ENERGY, TECHNOLOGY DEVELOPMENT AND ABSORPTION:

The Conservation of Energy, R & D activity in the Company is mainly carried out by the key line manufacturing and technical personnel in alliance with the key technical sales personnel and outsourced consultants. "Annexure E" attached hereto which provides the information required to be disclosed on the efforts made on Conservation of Energy, Technology Development and Absorption as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

20. FOREIGN EXCHANGE EARNING AND OUTGO:

Please refer to paragraph No. 15 of Notes to accounts for the foreign exchange outgo and earnings of the Company which is required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

21. PARTICULARS OF LOANS GIVEN, GUARANTEES AND INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

During the year under review, your Company did not give any loans or guarantees, provide any security or make any investments as covered under Section 186 of the Companies Act, 2013.

22. BOARD AND COMMITTEE MEETINGS:

The Board has the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

A detailed disclosure on the Board, its Committees, its composition, the detailed charter and brief terms of reference, number of Board and Committee meetings held, and attendance of the Directors at each meeting is provided in the Report on Corporate Governance which forms part of the Annual Report.

23. ANTI SEXUAL HARASSMENT POLICY:

The Company has zero tolerance for sexual harassment at workplace and has adopted 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 and the rules made thereunder. During the financial year under review, the Company has not received any complaint of Sexual Harassment of Women at Workplace.

24. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, and is available on the website of the Company in investor tab at www.pmlindia.com.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews and controlled self-assessment. The Companys internal auditors carry out regular checks on the adequacy of the internal financial controls. The Internal Audit Reports are submitted periodically to the Audit Committee. The Audit Committee reviews these reports with the executive management and requisite corrective actions are taken by the process owners in their respective areas and thereby strengthen the controls.

26. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2023 was Rs. 859.85 Lakhs.There was no change in the Share Capital during the year under review.

27. PERFORMANCE EVALUATION:

Your Company believes that it is the collective effectiveness of the Board that impacts the Companys performance and thus, the primary evaluation platform is that of collective performance of the Board. The parameters for evaluation of Board performance, as laid under evaluation criteria adopted by the Company, have been derived from the Boards core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. The questionnaire of the evaluation criteria is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. Each Board member is requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decisionmaking of the directors, relationship to stakeholders, company performance, company strategy and the effectiveness of the whole Board and its various committees on a scale of one to five. Feedback on each director is encouraged to be provided as part of the survey.

The said criteria also contemplate evaluation of Directors based on their performance as directors apart from their specific role as independent, non-executive and executive directors as mentioned below:

a. Every director will be evaluated on discharging their duties and responsibilities as enshrined under various statutes and regulatory facet, participation in discussions and deliberations in achieving an optimum balance between the interest of companys business and its stakeholders.

b. Executive Directors will also be evaluated based on targets/criteria given to Executive Directors by the Board from time to time in addition to their terms of appointment.

c. Independent Directors will also be evaluated on discharging their obligations in connection with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties, specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013.

The Board of Directors of your Company has made annual evaluation of its performance and directors for the financial year 2022- 23 based on aforesaid criteria.

28. REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

29. APPRECIATION:

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

Place: Thane

FOR AND ON BEHALF OF THE BOARD,

Date: May 17, 2023

Corporate Office:

Sd/- Sd/-
Plot No. B-3, MIDC Industrial Area, Sharad Taparia Mukul Taparia
Village Mira, Mira Road - 401107, Dist. Thane Managing Director Director

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