Panafic Industrials Limited

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3 PANAFIC INDUSTRIALS LIMITED CIN: L45202DL1985PLC ND ANNUAL REPORT For Financial Year

4 CORPORATE INFORMATION BOARD OF DIRECTORS Mrs. Sarita Gupta: Director Ms. Renu: Director Mr. Sanjeev Kumar : Independent Director Mr. Ankur Sharma : Independent Director COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Ronika Bharara STATUTORY AUDITORS Rohit Suri and Associates, Chartered Accountants 7-Sharda Niketan Pitampura, New Delhi Contact Person: Mr. Rohit Suri REGISTRAR & TRANSFER AGENT Skyline Financial Services Private Limited D-153A, First Floor, Okhla Industrial Area, Phase-I, New Delhi ANNUAL GENERAL MEETING Date : 29 th September, 2017 Time : 9.30 A.M. Day : Friday Venue : 23, IInd Floor, North West Avenue, Club Road, West Punjabi Bagh, New Delhi NAME OF THE STOCK EXCHANGES AT WHICH THE COMPANY'S SHARES ARE LISTED BSE Limited The Delhi Stock Exchange REGISTERED OFFICE 23, II Floor, North West Avenue, Club Road, West Punjabi Bagh, New Delhi

5 CONTENTS 1. Notice Directors Report Auditors Report on Financial Statement Balance sheet Statement of Profit and Loss Account Cash Flow Statement Significant Accounting Policies and Notes to Financial Statements Annexure I Annexure II Attendance Slip/E-voting Particulars Proxy Forms Polling Paper 55 3

6 NOTICE Notice is hereby given that the 32 nd Annual General Meeting of the Members of the Company will be held on Friday, the 29 th day of September, 2017 at 9.30 A.M., at the registered office of the company to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt the audited Balance Sheet for the Financial Year ended 31st March, 2017, the Profit & Loss Account for the year ended on that date and the Reports of Directors and Auditors thereon. 2. To appoint a Director in place of Ms. Renu (DIN: ), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers herself for re-appointment. 3. To ratify the appointment of M/s Rohit Suri and Associates as the Statutory Auditors of the Company and to fix their remuneration in terms of Section 139, and Section 142 of the Companies Act, 2013 and for that purpose pass with or without modification the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139, 142 of the Companies Act, 2013, and Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) the company hereby ratifies the appointment of M/s Rohit Suri and Associates, Chartered Accountants, (Firm Registration No N) as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 34 th Annual General Meeting, and on such remuneration as may be decided by the Board of Directors of the Company. SPECIAL BUSINESSES: ITEM NO. 4 APPOINTMENT OF MRS. SARITA GUPTA AS MANAGING DIRECTOR To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013, and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013, the consent of the members be and is hereby accorded to appoint Mrs. Sarita Gupta (DIN: ) as Managing Director of the Company for a term of 5 (five) years commencing from 28 th August, 2017, whose office shall not be liable to retire by rotation, upon such terms and conditions (without remuneration) as set out in the explanatory statement annexed to this Notice with the liberty to the Board to alter and vary the said terms and conditions as it may deem fit and as may be acceptable to Mrs. Sarita Gupta. ITEM NO. 5 APPROVAL OF BORROWING LIMITS OF THE COMPANY To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: 4

7 RESOLVED THAT in supersession to all the resolution passed earlier by the company with respect to the Borrowing Powers of the Board of Directors and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, including any statutory modification(s) or re-enactment thereof, for the time being in force, and the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, upon such terms and conditions and with/without security, from any one or more Banks, Financial Institutions and other Persons, Firms, Bodies Corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company s Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rs 10/- (Rupees Ten Crores only) over and above the aggregate of the paid-up share capital of the Company and its free reserves and that the Board be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may, in its absolute discretion, think fit. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution. ITEM NO. 6 APPROVAL FOR CREATION OF CHARGE/MORTGAGE ON THE ASSETS OF THE COMPANY To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 or any other law for the time being in force (including any statutory modification(s) or re-enactment thereof) and the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company for mortgaging/charging all or any of the immovable and movable properties of the company both present and future and the whole or substantially the whole of the undertaking or undertakings of the Company on such terms and conditions, as may be agreed between the Board and the Lenders to secure the loans/borrowings obtained or as may be obtained, which may exceed the paid-up capital and free reserves in the ordinary course of business but not exceeding Rs. 10/- (Rupees Ten Crores Only) at any point of time. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or any of its duly constituted committee be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the charge/mortgage aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution. By Order of the Board Sd/- Place: Delhi Date: 06 th September, 2017 Ronika Bharara Company Secretary 5

8 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE ON A POLL INSTEAD OF HIMSELF/ HERSELF. THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A BLANK PROXY FORM IS ENCLOSED. THE PROXY FORM DULY STAMPED AND EXECUTED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT HOTEL AURA GRAND, 445, JAGRITI ENCLAVE, NEW DELHI AT LEAST 48 HOURS BEFORE THE TIME FIXED FOR THE COMMENCEMENT OF THE MEETING. 2. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the special business to be transacted at the meeting is annexed hereto. 3. Members are requested to notify change in address, if any, to the Share Transfer Agent and to the Company quoting their Folio Numbers, number of shares held etc. 4. Members/ Proxy holders are requested to produce at the entrance, the attached admission slip for admission into the meeting hall. Duplicate admission slips will not be provided at the hall. 5. Members who have not registered their addresses with the Company are requested to register the same for receiving communications including Annual Reports, Notices, and Circulars etc. by the Company electronically. 6. The Register of Members and Share Transfer Books of the Company will remain closed from 22/09/2017 to 29/09/2017 (both days inclusive) in connection with AGM. 7. Voting through Electronic Means: In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), listed companies are required to provide the Members, facility to exercise their right to vote at the 32 nd Annual General Meeting (AGM) by electronic means. The Company has availed the services of Central Depository Services Limited (CDSL) for providing the necessary e-voting platform to the members of the company. INSTRUCTIONS FOR E-VOTING (i) The voting period begins on 26 th September, 2017 at 9:00 A.M. and ends on 28 th September, 2017 at 5.00 P.M. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e.22 nd September, 2017, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) The shareholders should log on to the e-voting website (iii) Click on Shareholders. (iv) Now enter your User ID which is: a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. 6

9 (v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, then your existing password is to be used. (vii) If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders). Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. DOB Dividend Bank Details In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN field. Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. (viii) After entering these details appropriately, click on SUBMIT tab. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv). (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. 7

10 (xi) Click on the EVSN for Panafic Industrials Limited. (xii) On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. (xiii) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details. (xiv) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xv) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page. (xvii) If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. (xviii) Shareholders can also cast their vote using CDSL s mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile. (xix) Note for Non-Individual Shareholders & Custodians: Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to helpdesk.evoting@cdslindia.com. After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. 8

11 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO.4 Appointment of Mrs. Sarita Gupta as Managing Director: With the enactment of the Companies Act, 2013, it has become mandatory for the Company to appoint a Managing Director who shall hold the position of a Key Managerial Personnel in the Company pursuant to the provisions of Section 203. Also keeping in view the management s outlook towards increasing the scale of operations of the Company and the current scenario of the Company in which it is making endeavors to get listed on Bombay Stock Exchange, it becomes necessary for the Company to have a whole time executive on its Board who will look after the overall functioning of the Company, will be assuming full accountability to the Board for all the operations and shall also be responsible for formulating and successfully implementing the policies of the Company. On recommendation of the Remuneration Committee of the Company, the Company has decided to appoint Mrs. Sarita Gupta as Managing Director of the Company. The Board of Directors of the Company believes that his managerial abilities and analytical skills will help the Company in directing its strategies towards its profitable growth and operation and will help the Company walk along the path of success and achieve its vision and mission. Therefore, the Directors of your company recommend the aforesaid resolution for your consideration and approval. None of the Directors, except Mrs. Sarita Gupta is, in any way, concerned or interested in the proposed resolution. Terms & Conditions of Appointment and Remuneration: The terms & conditions of Appointment of Mrs. Sarita Gupta are as under: 1. She shall hold his office for a term of five years from the date of appointment. However, the Board (powers vested in Remuneration Committee) as well as the proposed Managing Director would be at free will to terminate the office before the said period upon giving reasonable explanations to the effect. The Nomination & Remuneration Committee shall be obligated to conduct a thorough enquiry and give the proposed MD a reasonable opportunity of being heard prior to termination of his office. 2. She shall not be liable to retire by rotation. 3. She shall not be eligible to draw any remuneration from the Company in the capacity of Managing Director. 4. The Managing Director will perform his duties as such with regard to all work of the Company and he will manage & attend to such business and carry out the orders and direction given by the Board from time to time in all respects and conform to and comply with all such directions and regulations as may be given. 5. The Managing Director and shall abide by the provisions contained in section 166 of the Act with regard to duties of directors. 6. The Managing Director shall adhere to the Company's Code of Business Conduct & ethics for Directors and Management Personnel. 9

12 ITEM NO.5 Approval of Borrowing Limits of the Company In order to meet the working capital requirements and in suppression to all the resolutions passed earlier by the company with respect to the borrowing powers of the Board of Directors, it is proposed to enhance the borrowing limits pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 to the tune of Rs 10 Crores. Section 180(1)(c) of the Companies Act, 2013 requires that the Board of Directors shall not borrow money in excess of the Company s paid-up capital and free reserves, apart from temporary loans obtained from the Company s Bankers in the ordinary course of business, except with the consent of the company accorded by way of a Special Resolution. Approval of members is being sought to borrow money up to the limit of Rs. 10/- (Rupees Ten Crores) in excess of the aggregate of the paid up share capital and free reserves of the Company. The resolution is accordingly recommended for approval by the members of the Company as a Special Resolution under the Act. None of the Directors, Key Managerial Personnel of the Company, and/or their relatives is concerned or interested in any manner in the proposed resolution. ITEM NO. 6 Approval for Creation of Charge/ Mortgage on the Assets of the Company In terms of the provisions of Section 180(1) (a) of the Companies Act, 2013, the consent of the members by a special Resolution is necessary to lease or otherwise dispose off the whole or substantially the whole of the undertaking of the Company. Since mortgaging by the Company of its movable or immovable properties in favour of various Financial Institutions/ Banks etc. for availing terms loan/other secured borrowings is regarded as disposal of the Company's properties /undertakings, it is necessary for the members to pass the Resolution under Section 180(1)(a) of the Companies Act, 2013 by way of Special Resolution. Accordingly, it is necessary for the members to pass a special resolution under Section 180(1)(a) of the Companies Act, 2013 for creation of security up to limit specified in the resolution passed under Section 180(1)(c) of the Companies Act, The Board of Directors recommends the above resolution for your approval as a Special Resolution. None of the Directors or any Key Managerial Personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution Place: Delhi Date: 06 th September, 2017 By Order of the Board Sd/- Ronika Bharara Company Secretary 10

13 To The Members Panafic Industrials Limited DIRECTORS REPORT Your Directors are pleased to present the 32 nd Annual Report on the business operations and financial performance of the company for the financial year ended on 31 st March FINANCIAL RESULTS (` In Lacs) Particulars For The Year Ended 31 st March st March 2016 Sales/ Operating Income Other Income - - Total Revenue Expenses:- Purchase of Stock in trade Changes in Inventory of Stock -in-trade Employee Benefit Expenses Depreciation and Amortisation Expenses Administrative & Other expenses Contingent Provision For Standard Assets (0.09) Total Expenses Profit Before Tax Less: Current Tax Deferred Tax (0.49) Prior Period Tax Adjustment - - Profit/(Loss) After Tax BUSINESS REVIEW Financial year concluded with a Net Profit of Rs. 44,41,432/- for the company which is Rs. 26,83,950/- more than the previous financial year Sincere efforts were made at all levels of the organization to cut costs and also to keep the expenses in check despite the inflationary tendencies of the market. TRANSFER TO RESERVES IN TERMS OF SECTION 45-IC OF THE RESERVE BANK OF INDIA ACT, 1934 In order to ensure compliance with Section 45-IC of the Reserve Bank of India Act, 1934, the Company has, for the financial year ended 31st March, 2017 transferred Rs.8,88,286/- in respect of current year s profit to Statutory Reserve Fund from General Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. 18,64,650/- on 31 st March, MATERIAL CHANGES CHANGE IN CONTROL AND MANAGEMENT OF THE COMPANY 11

14 During the financial year, the Company received the resignation of Mr. Rajeev Kumar Gupta from the position of Managing Director of the company, the Board of directors approved the same w.e.f January 03, 2017 in the duly held board meeting Further, the Company wished for the re-appointment Ms. Renu (DIN: ), who retires by rotation in our ensuing 32 nd Annual General Meeting as per the requirement of Section 152(6) of the Companies Act, 2016 and being eligible to offer herself for re-appointment. Company Secretary & Compliance Officer The Companies Act, 2013 has mandated the appointment of Company Secretary in all listed Companies. Therefore, Ms. Ronika Bharara, a member of the Institute of Company Secretaries of India, was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 10 th June, 2015 upon recommendation and approval by the Remuneration Committee and the Board. *The same detail has already been given in our last report. Internal Auditor The Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company has appointed Mr. Vijay Kataria, Chartered Accountant, having ICAI Membership No as an Internal Auditor of the Company in the Board Meeting held on 31 st March, *The same detail has already been given in our last report. Chief Financial Officer Pursuant to Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014, the Board at its meeting held on 6 th September, 2014 has appointed Mrs. Sarita Gupta as the Chief Financial Officer (CFO). DIVIDEND The Management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year PUBLIC DEPOSITS Pursuant to the provisions of Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998, as amended time to time, the Board of Directors of the Company have re-confirmed in the Board Meeting held on 30 th May, 2017, that the Company had neither accepted any public deposits in the past nor it was holding any public deposits on the date of that Board Meeting and that the Company will not accept any public deposits in future without prior written permission of Reserve Bank of India STATUTORY AUDITORS 12

15 The Board recommends to ratify the appointment of M/s Rohit Suri & Associates, Chartered Accountants, Statutory Auditors of the Company, 7, Sharda Niketan, Pitampura, New Delhi as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 34 th Annual General Meeting. The Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for re-appointment, holding peer review certificate. There is no qualification, reservation or adverse remark in the report. AUDITORS OBSERVATION The Auditors Report has been annexed with this report; Auditors observations are self explanatory, which do not call for any further clarifications. DECLARATION BY INDEPENDENT DIRECTORS Mr. Sanjeev Kumar and Mr. Ankur Sharma Independent Directors of the Company have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2016 read with relevant rules thereto. RISK MANAGEMENT The Company does not have any formal Risk Management Policy as the elements of risk threatening the company are very minimal. However, on discretionary basis the Company has constituted the Risk Management Committee to cope up with adequate processes and procedures in place to mitigate risks of various kinds, if any, but as no such matter comes before the Board till date, no meeting held as such. INTERNAL CONTROL SYSTEM The Company has an adequate system of internal control covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. COMPANY S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES: The Company's policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualification, positive attributes, independence of directors and other related matters has been devised as per the provisions given under Section 178(3) of Companies Act, However, the Company has constituted its Nomination and Remuneration Committee as per the provisions of Section 178(1) of Companies Act, 2013 for aforesaid rationale. DIRECTORS None of the Directors of the Company are disqualified under the provision of Section 164 and 165 of the Companies Act, 2013 as applicable on the date of this Directors Report. 13

16 As on date of this report, the composition of Board is as follows: S. No. Name of the Director DIN Designation Date of Appointment Date of Cessation 1. Mrs. Sarita Gupta Director 17/07/ Ms. Renu Director 30/09/ Mr. Ankur Sharma Director 09/07/ Mr. Sanjeev Kumar Director 09/07/2013 MEETINGS OF THE BOARD Eight Board Meetings were held during the year and the gap between two meetings did not exceed four months. The details of which are as follows: Serial No Date of Board Meeting 1. May 30, August 13, August 27, November 04, January 03, January 16, February 10, March 31, 2017 DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD Name of the Directors No. of Board Meetings attended during Financial Year Whether Previous AGM attended or not No. of other Directorship in other Public Companies* Mr. Rajeev Kumar Gupta 5 Yes Mrs. Sarita Gupta 8 Yes 1 Mr. Ankur Sharma 8 Yes Mr. Sanjeev Kumar 8 Yes Ms. Renu 8 Yes 14

17 COMMITTEES Audit Committee S. No. Name of the Director Designation Nature of Directorship 1. Mr. Rajeev Kumar Gupta Member and Director Executive Director 2. Mr. Ankur Sharma Director Non-Executive Independent Director 3.. Mr. Sanjeev Kumar Chairman of the Committee Non-Executive Independent Director Meetings and Attendance during the year Four Audit Committee Meetings were held during the year The dates on which the said meetings were held are as follows: S.No. Date of Meeting Committee Strength No. of Members Present 1. May 30, August 13, November 4, February 10, Nomination and Remuneration Committee The Remuneration Committee has been reconstituted and presently comprises of the following Directors: S. No. Name of the Director Designation Nature of Directorship 1. Mr. Ankur Sharma Member Non-Executive Independent Director 2. Mr. Sanjeev Kumar Member and Chairman Non-Executive Independent Director 3. Mrs. Sarita Gupta Member Non-Executive Director Meetings and Attendance during the year One Nomination and Remuneration Committee Meeting was held during the year The dates on which the said meetings were held are as follows: S.No. Date of Meeting Committee Strength No. of Members Present 1. January 03, Shareholder s/ Investor Grievance Committee S. No. Name of the Director Designation Nature of Directorship 1. Mrs. Sarita Gupta Chairperson Non-Executive Director 2. Mr. Sanjeev Kumar Member Non-Executive Independent Director 15

18 3. Mr. Ankur Sharma Member Non-Executive Independent Director Meetings and Attendance during the year Four Shareholder s/ Investor Grievance Committee Meetings were held during the year The dates on which the said meetings were held are as follows: S.No. Date of Meeting Committee Strength No. of Members Present 1. May 30, August 13, November 4, February 10, EXTRAORDINARY GENERAL MEETING No Extra Ordinary General Meeting was held during the year LISTING AGREEMENT COMPLIANCES Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with BSE Limited and The Delhi Stock Exchange have been duly complied with. EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT-9 is annexed herewith as Annexure-I. DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2017: i. That in the preparation of the annual accounts for the financial year ending 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts of Company on a going concern basis. v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effetely; vi. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 16

19 LOANS, GUARANTEES AND INVESTMENTS Details of Loans, Guarantees or Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of the Board and its Power) Rules, 2014 are given in the Financial Statements. TRANSFER TO RESERVES The Company has not transferred any amount to the General Reserve. RELATED PARTY TRANSACTIONS Details of related party transactions that were entered into during the financial year, if any under the provisions of Section 188 of the Companies Act, 2013 are given in the Financial Statements. There are no materially significant related party transactions made by the company which may have potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company does not have developed and implemented any corporate social responsibility initiatives as the said provisions are not applicable to the Company. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. Apart from that, there were no foreign exchange earnings or outgo of the company during the year under report. SECRETARIAL AUDIT REPORT As per the requirement of Section 204 read with Section 134(3) of the Companies Act 2013 and Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company has obtained a certificate from M/s Ajay Kumar and Associates, Company Secretaries, for the financial year ended March 31st, 2017, that the Company has complied with all provision of Companies Act, 1956 and Companies Act, The clauses referred to in compliance certificate are self-explanatory and, therefore do not call for any further comments.the extract of Secretarial Audit Report in form MR-3 is annexed herewith as Annexure-II PARTICULARS OF EMPLOYEES None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report. HUMAN RESOURCE DEVELOPMENT The Company believes that its people are the key differentiators, especially in the current knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements is an 17

20 ongoing process. The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in realizing the targeted projects of the Company. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders. APPRECIATION Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance.we place on record our appreciation of the contribution made by our employees at all levels. We look forward for such continued hard work, solidarity, cooperation and support. The Board of Directors also wishes to place on record its gratitude for the faith reposed in the Company by the Securities and Exchange Board of India, the Reserve Bank of India and the Government of India. For and on behalf of the Board of Directors M/s Panafic Industrials Limited Sd/- Sarita Gupta Director DIN: D-158, Pushpanjli Enclave, Pitam Pura, Delhi Sd/- Renu Director DIN: H-3/197, Kuwar Singh Nagar, Najafgarh Road, Nangloi, Delhi Place: Delhi Date: 06 th September,

21 Independent Auditors Report To the Members of Panafic Industrials Limited Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Panafic Industrials Limited ( the Company ), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss and thecash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Standalone Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March2017, and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 19

22 As required by the Companies (Auditors Report) Order, 2017 ( Order ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we enclose in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the said Order. As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books; c) The Balance Sheet, the Statement of Profit and Loss and thecash Flow Statement dealt with by this report are in agreement with the books of account; d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; e) On the basis of written representations received from the directors as at 31 March 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164(2) of the Act; f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B ; and g) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, read with Companies (Audit and Auditors) Rules 2017, in our opinion and to the best of our information and according to the explanations given to us: (i) (ii) (iii) (iv) The Company does not have any pending litigations which would impact its financial position; The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period 8 November 2016 to 30 December Based on the audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the management. FOR ROHIT SURI & ASSOCIATES CHARTERED ACCOUNTANTS FRN : N Sd/- ROHIT SURI PROPRIETOR M.NO PLACE : NEW DELHI DATED : 30-May

23 Annexure A to the Independent Auditors Report (Referred to in our report of even date) i. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified annually. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. According to the information and explanations given to us, no immovable property is owned by the Company. Hence, the provisions of paragraph (i)(c) of the Order is not applicable. ii. iii. iv. As informed to us, the inventory, which is in the nature of securities, has been physically verified by the management during the year, either by actual inspection or on the basis of statement received from depository participants in respect of shares held as inventory. In our opinion, the frequency of such verification is reasonable. No material discrepancies have been noticed on physical verification of inventory. The Company has not granted any loans, secured or unsecured, to companies or other parties covered in the register maintained under Section 189 of the Act. According to the information and explanations given to us, we are of the opinion that there are no firms or limited liability partnerships covered in the register maintained under Section 189 of the Act. According to the information and explanations given to us, in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 and 186 of the Act, to the extent applicable. v. According to the information and explanations given to us, the Company has not accepted any deposits from the public as mentioned in the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. vi. The Central Government has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the services rendered by the Company. Hence, the provisions of paragraph 3(vi) of the Order is not applicable. vii. (a) According to the information and explanations given to us and on the basis of our examination of records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Service tax, and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Value added-tax, Salestax, Cess, Duty of Excise and Duty of Customs. According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, Provident Fund, Service tax and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable. 21

24 (b) According to the information and explanations given to us, there are no dues on account of Income-tax, Provi and Service tax which have not been deposited with the appropriate authorities on account of dispute as at viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any banks and financial institutions. The Company did not have any outstanding dues to debenture holders during the year. ix. According to the information and explanations given to us and our examination of the records of the Company, term loans have been obtained by the Company during the year and the same was utilized for the purpose it was taken. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments). x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. xi. xii. xiii. xiv. xv. xvi. According to the information and explanations given to us, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. According to the information and explanations given to us, the Company is not a Nidhi Company. Hence, the provisions of paragraph 3(xii) of the Order are not applicable. According to the information and explanations given to us, and on the basis of our examination of the records of the Company, there are no transactions with the related parties which are not in compliance with Section 177 and 188 of the Act and the details have been disclosed in the financial statements, as required, by the applicable accounting standards. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit. According to the information and explanations given to us and based on our examination of the records, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable. The Company is already registered under Section 45-IA of the Reserve Bank of India Act, The copy of such registration has been obtained. FOR ROHIT SURI & ASSOCIATES CHARTERED ACCOUNTANTS FRN : N Sd/- ROHIT SURI PROPRIETOR M.NO PLACE : NEW DELHI DATED : 30-May

25 ANNEXURE B TO THE INDEPENDENT AUDITOR S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF PANAFIC INDUSTRIALS LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 ( the Act ) We have audited the internal financial controls over financial reporting of Panafic Industrials Limited ( the Company ) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note ) issued bythe Institute of Chartered Accountants of India ( ICAI ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditor s Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted 23