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Pavna Industries Ltd.
BSE CODE: 543915   |   NSE CODE: PAVNAIND   |   ISIN CODE : INE07S101020   |   16-Jul-2024 16:01 Hrs IST
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March 2019

Disclosure in board of directors report explanatory

 

 

 

 

PAVNA INDUSTRIES LIMITED

(Formerly known as Pavna Zadi Security Systems Limited)

 

                                                                                                       R/o VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH UP 202001 IN

 

 

TWENTY FOURTH ANNUAL REPORT

 

2018 – 2019

 

 

 

Audited Financial Statements for the year

2018-2019

 

 

 

 

                                          

 

                                   

 

CONTENTS

 

 

 

 

03-04

Management and others

05-06

Chairman’s Message

07-31

Notice, Director’s Report along with Statement

 

Auditors Report

 

Balance Sheet

 

Profit & Loss Account

 

Notes To Account

 

 

 

 

Attendance Slip/Proxy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   MANAGEMENT & OTHERS

 

 

 

BOARD OF DIRECTORS

 

Mr. PAWAN JAIN                                                                         (Director)

Mrs. ASHA JAIN                                                                    (Managing Director)

Mr. SWAPNIL JAIN                                                             (Whole time Director)

Mr. KONTHIYATHU CHELLAPPAN DEVADAS NAIR   (Independent Director)

Mr. ASHOK KUMAR LUHADIA                                        (Independent Director)

 

                                                                        

 

 

AUDITORS

                                                                         M/s ARUN VARSHNEY & ASSOCIATES

Chartered Accountants

AALFA0501F

M. N. 073299

12-13, 1st Floor Vikram arcade

Railway Road          Aligarh-202001

 

 

 

BANKERS         

                                                                        Punjab National Bank

                                                          Bajaj Finance Limited       

 

 

 

 WORK AREA  

UNIT-I

9 Km., Delhi Road,

Vill. Bhankri, Aligarh

 

UNIT-II

X-46, MIDC, Bajaj Nagar,

Waluj, Aurangabad (Mah.)     

REGD OFFICE                                 VIMLANCHALHARI NAGAR ALIGARH          

                                                              UTTAR PRADESH UP 202001 IN

                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHAIRMAN’S MESSAGE

 

 

Dear Shareholders,

 

I regard your presence in the 24th Annual General Meeting of our Company on behalf of the Board. I am thankful to all the shareholders who relied on me and helping me in performing the job of Chairman of the Company and now I would like to place before you, our performance for the financial year ending 31st March, 2019 and the outlook for the future. The Director’s report and the audited accounts for the year ended 31st March, 2019, have been with you and with your permission; I shall take them as read.

 

GROWTH:-

 

After a fairly long period of economic slowdown and recession, the economy moves towards the growth which shows sign of growth for last two years. This year we achieved around 29.30% growth in the turnover as compared to last year.

 

 

PERFORMANCE:-

 

I am pleased to inform you that Our Company has designed and produced new model to be introduced by it and received an approval for the same. During the year, the company has made resultant efforts by getting overseas orders and others with the joint efforts of foreign technical collaborator.

 

STRATEGIES:-

During the year, imported technology was utilized and same has been achieved with the help of our foreign technical collaborator and enable itself to produce advance and competitive products to the customers.

 

The company had moved to cut/reduce the fixed cost as the business of company in last few years has achieved considerable growth with whatever the resources are with the company; the emphasis on the development of human resources with a view to upgrade their competence and managerial qualities so as to enable them to function effectively in the more competitive and rapidly changing environment.

 

The Company has set up one of the most advanced and extensive platform for the customers of our company by producing some new products for vehicles of two wheelers and three wheelers with the use of best available technology together with the help of Zadi S.P.A., Italy. We are trying to get entry in other major 2-3 wheeler manufacturers in India besides Bajaj, Honda, Piaggio and Mahindra & Mahindra.

 

ACKNOWLEDGEMENT:-

 

This is the continuation of never ending journey. I am privileged to be on this journey surrounded by talented-devotee employees, loyal and dedicated customers. Therefore, I wish to thank our management and the staff of the Pavna Industries Ltd. On behalf of the Board and on my own behalf, I take this opportunity to thank our customers, bankers, creditors and all the shareholders for the cooperation and assistance extended to your company and to look forward to their continued support.

 

I thank you all for your faith in Pavna Industries Limited.

 

 

Yours Sincerely,

 

 

 

PAWAN JAIN

 Director

DIN: 00035084

R/o VIMLANCHAL, HARI NAGAR,

GOPAL PURI, AGRA ROAD,

KOIL ALIGARH 202001 UP IN

03rd September, 2019 at Aligarh

 

 

 

 

 

 

 

 

 

Dear Members/Directors/Auditors’,

 

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL GENERAL MEETING (THE ‘AGM’) OF THE MEMBERS OF PAVNA INDUSTRIES LIMITED (THE ‘COMPANY’) TO BE HELD ON 30TH SEPTEMBER, 2019, AT 03:00 PM AT THE REGISTERED OFFICE OF THE COMPANY AT VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH-202001

 

The Notice of the meeting, containing the business to be transacted, is enclosed herewith.

Thanking You,

 

By Order of the Board of Directors

PAVNA INDUSTRIES LIMITED

 

 

 

PAWAN JAIN

Director

Din- 00035084          

R/o- VIMLANCHAL, HARI NAGAR, AGRA ROAD,

KOIL ALIGARH 202001 UP IN

 

Enclosures:

 

1.  Notice of the AGM

2.  Attendance slip

3.  Proxy form

 

 

 

 

 

 

 

NOTICE TO THE MEMBERS

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE MEMBERS OF PAVNA INDUSTRIES LIMITED WILL BE HELD ON MONDAY, THE 30TH DAY OF SEPTEMBER, 2019 AT 03:00 PM AT THE REGISTERED OFFICE OF THE COMPANY AT VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH-202001 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:-

 

1. To receive, consider and adopt the audited statement of accounts of the company for the year ended on 31st March 2019 and the report of the Auditors and Directors thereon.

 

2.   Re-appointment of Auditor:

 

    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 Section 139, 142 and other applicable provisions and the Rules of the Companies Act 2013, made thereunder M/s ARUN VARSHNEY AND ASSOCIATES ., Chartered Accountants, Aligarh, bearing ICAI Having FRN 005560C,  retiring auditor of the company being offer himself as an auditor of the company  be and are hereby re-appointed as the Auditors of the Company, to hold office from the conclusion of this annual general meeting till the conclusion of Sixth AGM held afterwards, including this meeting, on a remuneration as may be fixed by the Board of Directors of the Company.

 

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized in consultation with the Company’s Auditors to re-appoint Auditor of the Company, to audit the accounts of the Company’s on such terms and conditions including remuneration as the Board of Directors may deem fit.” 

 

3.   To appoint a Director in place SWAPNIL JAIN , who retires by rotation at this meeting    

      and being eligible, offers herself for re-appointment.

 

By Order of the Board of Directors

      PAVNA INDUSTRIES LIMITED

 

 

 

PAWAN JAIN

Director

                 Din- 00035084   

R/o- VIMLANCHAL, HARI NAGAR, AGRA ROAD,

KOIL ALIGARH 202001 UP IN

 

Dated this 03/09/2019 at Aligarh    

 

 

NOTES:

 

 

1.     A MEMBER ENTITLED TO ATTEND AND VOTES IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share Capital of Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours (Sunday is included in computation of 48 hours) before the commencement of the Meeting. A Proxy Form is annexed to this report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable.

 

2.    THE NOTICE OF AGM, ANNUAL REPORT, PROXY FORM AND ATTENDANCE SLIP ARE BEING SENT TO MEMBERS.

 

 

3.    A BRIEF PROFILE OF THE DIRECTORS RETIRING BY ROTATION AND ELIGIBLE FOR RE-APPOINTMENT, AS REQUIRED BY PROVISION OF THE COMPANIES ACT, 2013 IS GIVEN ALONGWITH THE EXPLANATORY STATEMENT

 

4.   MEMBERS SEEKING ANY INFORMATION WITH REGARD TO ACCOUNTS ARE   

      REQUESTED TO WRITE TO THE COMPANY AT LEAST 10 DAYS BEFORE THE  

      MEETINGS SO AS TO ENABLE MANAGEMENT TO KEEP INFORMATION READY.

 

5.  THE REGISTER OF MEMBERS AND THE SHARE TRANSFER BOOK OF THE  

     COMPANY WILL REMAIN CLOSED FROM 03rd SEPTEMBER, 2019 TO 30TH  

     SEPTEMBER, 2019 (BOTH DAYS INCLUSIVE).

 

6. MEMBERS ARE REQUESTED TO BRING THEIR COPY OF ANNUAL REPORT AT THE  

    MEETING.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPLANATORY STATEMENT

 

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013:

 

Brief profile of Directors retiring by rotation:

 

Pursuant to Item No. 3

 

SWAPNIL JAIN is of 34 years of age. He is having vast experience in Marketing and Management. His working experience is about 05 years with confidence and determination, her presence in the Board will definitely be benefited to the Company.

 

 

 

                    By Order of the Board of Directors

For PAVNA INDUSTRIES LIMITED

 

 

           

                                                                                                                                    PAWAN JAIN                                                                                                           (Chairman)

DIN: 00035084

R/o "Vimlanchal", Hari Nagar,

Aligarh 202001 UP IN

Dated this 03/09/2019 at Aligarh

 

 

 

 

 

 

  

 

 

   Directors’ Report – 2018-2019

 

To,

The Members,

PAVNA INDUSTRIES LIMITED,

Ro-VIMLANCHALHARI NAGAR

ALIGARH UTTAR PRADESH-202001

 

Your Directors have pleasure in presenting the Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2019.

 

Ø  FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year’s figures is given here under:

Particulars

Financial Year

ended 31st March, 2019

Financial Year ended 31st March, 2018

(Amount in Rs.)

(Amount in Rs.)

Net Sales/Income from Business Operations

1,378,766,109.59

1,066,307,804.51

Other Income

7,08,180.84

1,363,830.93

Total Income

1,379,474,290.43

1,067,671,635.44

Less: Expenses

1,29,77,62,107.12

1,017,759,330.00

Profit / (Loss) before tax and  Extraordinary / exceptional items

8,17,12,183.31

49,912,305.44

Less: Extraordinary / exceptional items

-

-

Profit/(Loss)  before tax

8,17,12,183.31

49,912,305.44

Less: Current Income Tax

2,23,10,000.00

16,604,067.00

Less: Previous year adjustment of Income Tax

-

-

Less Deferred Tax

(13,30,330.00)

(47,053.00)

Net Profit/(Loss) after Tax

6,07,32,513.31

33,355,291.44

Earnings per share (Basic)

234.13

128.59

Earnings per Share(Diluted)

234.13

128.59

 

 

Ø  FINANCIAL RESULTS

       During the year under review, the Company earned total revenue of Rs 1,379,474,290.43/- against Rs. 1,067,671,635.44/- in the Previous Year. The Net Profit after Tax achieved by the Company for the year under review was Rs. 6,07,32,513.31/-against the Profit after Tax of Rs. 33,355,291.44/- achieved by the Company in the previous Financial Year. The said profit was due to economic growth, high competition in the market. The boards of directors are in big hope to work harder in future in order to receive good recognition in the market and good profits are to be realized during the running year.    

 

Ø  FUTURE OUTLOOK

 

      The Indian economy is better than that of last year and the Company had generated more revenue from operation. Your directors wished to perform better during the coming financial years and generate more profits in the coming financial years.

                               

Ø  ANNUAL RETURN

 

      The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure I and is attached to this Report.

 

Ø  NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

 

      The Company had met 07 times during the financial year under review. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

 

Ø  DIRECTORS

 

      During the year SWAPNIL JAIN retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-election as director.

 

      Mr.  Mukesh jain Resigned from the directorship of the company with effect from 04.10.2018 

 

Mr. KONTHIYATHU CHELLAPPAN DEVADAS NAIR and Mr.
ASHOK KUMAR LUHADIA are Independent Directors of the company.

      None of the other Director is disqualified as on 31st March, 2019 from being appointed as director in pursuance of Section 164 of the Companies Act, 2013.

 

Ø  DIRECTORS’ RESPONSIBILITY STATEMENT

 

      In accordance with the Section 134 (5) of the Companies Act, 2013, the board hereby submits its responsibility statement.

 

      that in the preparation of the Annual Accounts for the financial year ended 31/03/2019, the

      applicable accounting standards have been followed along with proper explanations relating to material departures;

 

      that the  Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the Profit & Loss of the company for the year ended 31st March, 2019;

 

      that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013  for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

 

      that the Directors had prepared the annual accounts for the year ended 31st March, 2019 on a going concern basis.

 

       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.

 

Ø  DECLARATION OF INDEPENDENT DIRECTORS

 

      The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

 

Ø   COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

 

     The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

 

Ø  EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS OR THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

 

     There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

 

Ø   PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

 

      There were no loans or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and as reported in the balance sheet, hence the said provision is not applicable.

 

Ø  PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

 

      There was contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and there were transactions as reported in Balance sheet/ Disclosure in accordance with AS-18.

         

           Disclosure in accordance with Balance sheet/AS-18

   

        Related Party Transaction

 

         RELATED PARTY DISCLOSURES

 

 

NAME OF PERSON

RELATION

NATURE OF
PAYMENT

AS ENDED
MARCH 31, 2019

 

AS ENDED
MARCH 31, 2018

Amount (Rs.)

Amount (Rs.)

a)

SMT. ASHA JAIN

MANAGING DIRECTOR

REMUNARATION

3250000.00

2790000.00

b)

SHRI PAWAN JAIN

DIRECTOR

REMUNARATION

2650000.00

2190000.00

c)

SHRI MUKESH JAIN

DIRECTOR

REMUNARATION

1050000.00

2280000.00

d)

SHRI SWAPNIL JAIN

DIRECTOR

REMUNARATION

2775000.00

2100000.00

e)

SMT. PRIYA JAIN

W/O SH SWAPNIL JAIN, DIRECTOR

INTEREST

2650000.00

2250000.00

f)

SMT. ASHA JAIN

MANAGING DIRECTOR

BUILDING RENT

324000.00

324000.00

g)

SHRI PAWAN JAIN

DIRECTOR

BUILDING RENT

324000.00

324000.00

h)

SHRI PAWAN JAIN

DIRECTOR

TRADE MARK ROYALTY

3446915.00

2689109.00

i)

SMT. ASHA JAIN

MANAGING DIRECTOR

TRADE MARK ROYALTY

3446915.00

0.00

j)

SHRI PAWAN JAIN

DIRECTOR

LEASE RENT

10000.00

10000.00

k)

SHRI MUKESH JAIN

DIRECTOR

LEASE RENT

291667.00

500000.00

l)

SHRI SWAPNIL JAIN

DIRECTOR

INTEREST

74814.00

4910.00

m)

SMT. PRIYA JAIN

W/O SH SWAPNIL JAIN, DIRECTOR

INTEREST

2301.00

0.00

n)

SHRI MUKESH JAIN

DIRECTOR

INTEREST

130597.00

115183.00

o)

SHRI PAWAN JAIN

DIRECTOR

INTEREST

106055.00

0.00

p)

SHRI PAWAN JAIN HUF

DIRECTOR'S HUF

INTEREST

7019.00

0.00

q)

SMT. ASHA JAIN

MANAGING DIRECTOR

INTEREST

805.00

13233.00

r)

SMT. AKANKSHA JAIN

D/O SH. MUKESH JAIN, DIRECTOR

INTEREST

35387.00

2992.00

s)

MAMTA JAIN

W/O SH. MUKESH JAIN, DIRECTOR

INTEREST

244165.00

85323.00

t)

MUKESH JAIN HUF

DIRECTOR'S HUF

INTEREST

35387.00

2992.00

u)

SHIVANI JAIN

D/O LAW SH. MUKESH JAIN, DIRECTOR

INTEREST

33559.00

2244.00

v)

SWAPNIL SWITCHES PVT. LTD.

SISTER CONCERN

PURCHASE

10899739.00

0.00

w)

PAVNA AUTO ENGINEERING PVT. LTD.

SISTER CONCERN

PURCHASE

3244468.00

0.00

 

 

 

Ø  AFFAIRS OF THE COMPANY

To deal in Automobiles locks, special locks, security system, safety device, rubber components etc.

Ø  RESULTS OF BUSINESS OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

      During the year under review, the Company has achieved a total turnover including income from other operation of Rs. 1,379,474,290.43/-. The Net Profit/(Loss) after tax during the year has been Rs. 6,07,32,513.31/-.

Ø  DISCLOSURE ABOUT COST AUDIT

      The provision of maintenance of cost audit records and filing the same is not applicable to the Company.

 

Ø  CHANGE IN THE NATURE OF BUSINESS

 

       There was no change in nature of business during the year

 

Ø  AMOUNT TRANSFER TO ANY RESERVE

  

      There was an amount of Profit during the year transferred to reserve from profit &loss account.

 

Ø  DIVIDEND

 

      Your Directors did not recommend any dividend for the financial year ended on 31st March-2019 in order to conserve the resources for sustained growth of the    Company.

 

Ø  SHARES

 

a)      Equity shares with differential rights: The Company has not issued any equity share with differential rights during the year under review.

 

b)      Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

 

c)      Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

 

d)     Bonus Shares: No Bonus Shares were issued during the year under review.

 

e)      Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

 

Ø  CHANGE IN REGISTERED OFFICE OF THE COMPANY

 

      There is no change in registered office of the Company during the period under review.

 

Ø  TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

 

       The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

 

Ø   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

 

      No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report

 

Ø  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

 

     The particulars as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard to conservation of energy, technology absorption are Nil during the year under review. There were foreign exchange earnings or outgo during the year under review

 

(A) CONSERVATION OF ENERGY

 

The steps taken or impact on conservation of energy

NA

The steps taken by the company for utilizing alternate sources of Energy

NA

The capital investment on energy conservation equipments

NA

(B) TECHNOLOGY ABSORPTION

 

The efforts made towards technology absorption

NA

The benefits derived like product improvement, cost reduction, product development or import substitution

 

NA

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

 

NA

The expenditure incurred on research and development

NA

 

Details of Foreign currency transactions are as follows:

a. The company has earned income in Foreign Currency during the year.

b. The company has incurred any expenditure in Foreign Currency.

 

Foreign Exchange Earnings and Outgo:

 

 

2018-19

2018-19

A

Total Foreign Exchange Earnings

1,86,948.6 in EURO

4,57,800.8 in US $

B

Total Foreign Exchange Outgo

74,90,000.00 in EURO 

22,3141.00 in US $

 

 

Ø  STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

 

      The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence are very minimal.

 

Ø  DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

      The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Ø  AUDITORS

 

M/s ARUN VARSHNEY AND ASSOCIATES ., Chartered Accountants, Agra, bearing ICAI Having FRN 005560C,  retiring auditor of the company being offer himself as an auditor of the company  be and are hereby re-appointed as the Auditors of the Company, to hold office from the conclusion of this annual general meeting till the conclusion of Sixth AGM held afterwards, including this meeting, on a remuneration as may be fixed by the Board of Directors of the Company.

 

Ø  DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

 

      The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are applicable to the Company.

 

      The Committee comprises of the independent Directors viz. Mr. KONTHIYATHU CHELLAPPAN DEVADAS NAIR (INDEPENDENT DIRECTOR), Mr. ASHOK KUMAR LUHADIA (INDEPENDENT DIRECTOR) and Mr. PAWAN JAIN (Chairman of the Committee). All the Members of the Committee possess strong accounting and financial management knowledge.

      

      The Company Secretary of the Company, Mr. ANUJ ASHOK is the Secretary of the Committee.

   

      All the recommendations of the Audit Committee were accepted by the Board.

 

 

Ø  FIXED DEPOSITS

 

     The Company has not accepted or invited any Fixed Deposits from the Public as envisaged under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

 

Ø  DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

 

      During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

 

Ø  CONSOLIDATED FINANCIAL STAEMENT

 

      The provisions of Section 129(3) of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.

 

 

Ø  SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

 

      The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

 

 

Ø  INTERNAL FINANCIAL CONTROLS

 

      The said disclosure has been taken care of by the management of the Company in relation to the financial statement of the Company.

 

 

Ø  SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

 

      No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

 

Ø  PARTICULARS OF EMPLOYEES:

 

     The Company does not have any employees who were in receipt of remuneration aggregating to the sum prescribed under Section 134 of the Companies Act, 2013.

 

Ø  BUSINESS/INDUSTRIAL RELATIONS:

 

     The Business Relations have remained cordial and harmonious during the year.

 Ø  ACKNOWLEDGEMENTS:

 

      Your directors place on record their sincere appreciation of the Company to the Bankers for their continued support, to the officers, staff and workers of the Company for their relentless and dedicated efforts and devotion put in by them in tough such time of the Company and look forward for a bright future.

                                                       

                                                                            By Order of the Board of Directors

For PAVNA INDUSTRIES LIMITED

 

 

           

ASHA JAIN                                                                                                                     PAWAN JAIN

 (MANAGING DIRECTOR)                                                                                       (CHAIRMAN)

DIN:  00035024                                                                                                              DIN: 00035084

R/o "Vimlanchal", Gopal Puri,                                                       R/o "Vimlanchal", Hari Nagar,

Aligarh 202001 UP IN                                                                                     Aligarh 202001 UP                                                                                                  

Dated this 03/09/2019 at Aligarh      

 

 

ANEXXURE I:

 

 

 

Form No. MGT-9

 

ANNUAL RETURN

 

As on the financial year ended on 31/03/2019

 

Of

 

PAVNA ZADI SECURITY SYSTEMS LIMITED

 [Pursuant to Section 92(3) of the Companies Act, 2013

And

 Rule 12(1) of the Companies (Mgt. and Administration) Rules, 2014]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

I.                    REGISTRATION AND OTHER DETAILS:

 

CIN:

 

U50300UP1994PL016359

 

Registration Date [DDMMYY]

 

19/04/1994

Company Name

PAVNA INDUSTRIES LIMITED

 

Category of the Company

 

Public Company 

Address

Vimlanchal’, Hari Nagar, Aligarh UTTAR PRADESH UP 202001 IN

Whether Listed Company

No

Name , Address and contact details of Registrar and Transfer agent if any

No

 

 

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

SN

Name and Description of main products / services

NIC Code of the Product/service


%  to total turnover of the company

1

Parts and Accessories of Automobiles

293

99.948%

 

 

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

[No. of Companies for which information is being filled]]

S. N0

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY / ASSOCIATE

% OF SHARE HELD

APPLICABLE SECTION

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

                      

                                                                                                                  

 

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year[As on 31-March-2018]

No. of Shares held at the end of the year[As on 31-March-2019]

% Change
during
the year      

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoter s

 

 

 

 

 

 

 

 

 

(1) Indian

 

 

 

 

 

 

 

 

 

a) Individual/ HUF

0

249,290

249,290

96.1%

0

0

0

0

0

0

0

0

0

224,364

224,364

86.49%

(9.61%)

b) Central Govt

0

0

0

0

0

0

0

0

0

c) State Govt(s)

0

0

0

0

0

0

0

0

0

d) Bodies Corp.

0

0

0

0

0

0

0

0

0

e) Banks / FI

0

0

0

0

0

0

0

0

0

f) Any other (Relatives, Friends Under same Management Entities and others)

0

  10,110

  10,110

3.9%

0

  35,036

  35,036

13.51%

9.61%

Sub Total shareholding of Promoter (A) (1)

0

259,400

259,400

100%

0

259,400

259,400

100%

0

 (2) Foreign

 

 

 

 

 

 

 

 

 

a)      NRIs Individual

0

0

0

0

0

0

0

0

0

b)      Others- Individual

0

0

0

0

0

0

0

0

0

c)      Bodies Corp.

0

0

0

0

0

0

0

0

0

d)     Banks/FI

0

0

0

0

0

0

0

0

0

e) Any others…

0

0

0

0

0

0

0

0

0

Sub Total shareholding of Promoter (A) (2)

0

0

0

0

0

0

0

0

0

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

0

259,400

259,400

100%

0

259,400

259,400

100%

0

B. Public Shareholding

 

 

 

 

 

 

 

 

 

1. Institutions

 

 

 

 

 

 

 

 

 

a) Mutual Funds

0

0

0

0

0

0

0

0

0

b) Banks / FI

0

0

0

0

0

0

0

0

0

c) Central Govt

0

0

0

0

0

0

0

0

0

d) State Govt(s)

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

 

f) Insurance Companies

0

0

0

0

0

0

0

0

0

g) FIIs

0

0

0

0

0

0

0

0

0

 h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

i) Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(1):-

0

0

0

0

0

0

0

0

0

2. Non-Institutions

 

 

 

 

 

 

 

 

 

a) Bodies Corp.

0

0

0

0

0

0

0

0

0

i) Indian

0

0

0

0

0

0

0

0

0

ii) Overseas

0

0

0

0

0

0

0

0

0

b) Individuals

0

0

0

0

0

0

0

0

0

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

0

0

0

0

0

0

0

0

0

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

0

0

0

0

0

0

0

0

0

c) Others (specify)

0

0

0

0

0

0

0

0

0

Non Resident Indians

0

0

0

0

0

0

0

0

0

Overseas Corporate Bodies

0

0

0

0

0

0

0

0

0

Foreign Nationals

0

0

0

0

0

0

0

0

0

Clearing Members

0

0

0

0

0

0

0

0

0

Trusts

0

0

0

0

0

0

0

0

0

Foreign Bodies - D R

0

0

0

0

0

0

0

0

0

Sub-total (B)(2):-

0

0

0

0

0

0

0

0

0

Total Public Shareholding (B)=(B)(1)+ (B)(2)

0

0

0

0

0

0

0

0

0

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A+B+C)

0

259,400

259,400

100%

0

259,400

259,400

100%

0

 

 

 

 

 

 

 

 

 

 

 

 

i) Shareholding of Promoter-

 

SN

Shareholder’s Name

Shareholding at the beginning of the year

Share holding at the end of the year

% change in share holding during the year

 

 

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

1

Asha  Jain

190429

73.41%

NIL

190429

73.41%

NIL

+37.78%

2

Pawan Jain

HUF

  21

0.008%

NIL

  21

0.008%

NIL

0%

3

Pawan Jain

10

0.0038%

NIL

10

0.0038%

 

-37.76%

4

Mukesh Jain

24,926

9.62%

NIL

24,926

9.62%

NIL

0%

5

Swapnil  Jain

33,904

 13.07%

NIL

33,904

 13.07%

NIL

0%

6

Priya Jain

10100

3.86%

NIL

10100

3.86%

NIL

0%

7

Mamta Jain

10

 00.385%

NIL

10

 00.385%

NIL

0%

 

 

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SN

 

Shareholding at the beginning

of the year

Cumulative Shareholding during the

Year

 

 

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

 

At the beginning of the year

249,290

96.1%

249,290

96.1%

 

 

 

 

 

0

0

0

0

 

At the end of the year

249,290

96.1%

249,290

96.1%

 

iv)  Shareholding Pattern of top ten Shareholders:

       (other than Directors, Promoters and Holders of GDRs and ADRs):

SN

For Each of the Top 10

Shareholders

Shareholding at the beginning

of the year

Cumulative Shareholding during the

Year

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

 

At the beginning of the year

 

 

 

 

 

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /

decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

NIL

 

 

 

 

At the end of the year

 

 

 

 

 

v) Shareholding of Directors and Key Managerial Personnel:

SN

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning

of the year

Cumulative Shareholding during the

Year

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

 

At the beginning of the year

249,269

96.1%

224,343

86.48%

 

Mr. Mukesh jain  resigned from the directorship of the company with effect from 04.10.2018

0

0

0

0

 

At the end of the year

249,269

96.1%

224,343

86.48%

 

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

 

 

 

 

i) Principal Amount

171,575,300.86

8,473,973.00

0

180,049,273.86

ii) Interest due but not paid

0

0

0

0

iii) Interest accrued but not due

0

0

0

0

Total (i+ii+iii)

171,575,300.86

8,473,973.00

0

180,049,273.86

Change in Indebtedness during the financial year

 0

0

0

0

* Addition

20775328.76

0

0

20775328.76

* Reduction

0

6270062.00

0

6270062.00

Net Change

20775328.76

6270062.00

0

14505266.76

Indebtedness at the end of the financial year

0

0

0

0

i) Principal Amount

192350629.62

2203911.00

0

194554540.62

ii) Interest due but not paid

0

0

0

0

iii) Interest accrued but not due

0

0

0

0

Total (i+ii+iii)

192350629.62

2203911.00

0

194554540.62

 

 

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

 

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

 

SN.

Particulars of Remuneration

Name of Director/ MD/WTD/ Manager

Total Amount

 

 

ASHA JAIN

MUKESH JAIN

SWAPNIL JAIN-

PAWAN JAIN

 

1

Gross salary

32,50,000

10,50,000

27,75,000

26,50,000

97,25000

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-

-

-

-

-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

-

-

-

-

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

-

-

-

-

-

2

Stock Option

-

-

-

-

-

3

Sweat Equity

-

-

-

-

-

4

Commission
- as % of profit
-  others, specify…

 

 

-

-

-

-

-

5

Others, please specify

 

 

-

-

-

-

-

 

Total (A)

 

 

32,50,000

10,50,000

27,75,000

26,50,000

97,25000

 

Ceiling as per the Act

 

 

 

 

 

 

 

 

 

 

 

B. Remuneration to other directors

 

SN.

Particulars of Remuneration

Name of Directors

Total Amount

 

 

----

----

----

---

 ---

1

Independent Directors

 -

 -

 -

 -

 -

Fee for attending board committee meetings

 -

 -

 -

 -

 -

Commission

 -

 -

 -

 -

 -

Others, please specify

 -

 -

 -

 -

 -

Total (1)

 -

 -

 -

 -

 -

2

Other Non-Executive Directors

 -

 -

 -

 -

 -

Fee for attending board committee meetings

 -

 -

 -

 -

 -

Commission

 -

 -

 -

 -

 -

Others, please specify

 -

 -

 -

 -

 -

 

Total (2)

 -

 -

 -

 -

 -

 

Total (B)=(1+2)

 -

 -

 -

 -

 -

 

Total Managerial
Remuneration

 -

 -

 -

 -

 -

 

Overall Ceiling as per the Act

 -

 -

 -

 -

 -

 

 

 

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN

Particulars of Remuneration

Key Managerial Personnel

 

 

CEO

CS

CFO

Total

1

Gross salary

 N/A

N/A

N/A 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

 

 

 

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

 

 

 

 

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

 

 

 

 

2

Stock Option

 

 

 

 

3

Sweat Equity

 

 

 

 

4

Commission

 

 

 

 

 

-  as % of profit

 

 

 

 

 

 Others, specify…

 

 

 

 

5

Others, please specify

 

 

 

 

 

Total

 

 

 

 

 

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief
Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority
[RD / NCLT/ COURT]

Appeal made,
if any (give Details)

A. COMPANY

Penalty

 

 

 

 

 

Punishment

 

 NIL

 

 

 

Compounding

 

 

 

 

 

B. DIRECTORS

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

 

 

 

 

 

C. OTHER OFFICERS IN DEFAULT

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

 

 

 

 

 

 

 

                                                        By Order of the Board of Directors

For PAVNA INDUSTRIES LIMITED

 

 

 

 

           

 ASHA JAIN                                                                                                                    PAWAN JAIN

 (MANAGING DIRECTOR)                                                                                       (DIRECTOR)

DIN:  00035024                                                                                                              DIN: 00035084

R/o "Vimlanchal", Gopal Puri,                                                       R/o "Vimlanchal", Hari Nagar,

Aligarh 202001 UP IN                                                                                     Aligarh 202001 UP IN

                                                                                                             

Dated this 03/09/2019 at Aligarh      

 

 

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP IN ALL RESPECTS AND HAND IT OVER AT THE ENTERANCE OF THE MEETING HALL

REGD. FOLIO NO./CLIENT ID                                       :               ----------------------------------------

DP ID NO.                                                                             :               ----------------------------------------

CLIENT ID                                                                           :               ----------------------------------------

NO. OF SHARES                                                 :               ----------------------------------------

NAME                                                                                   :               ----------------------------------------

ADDRESS                                                                             :               ----------------------------------------

 

I hereby certify that I am a registered shareholder/proxy for the registered shareholder of the company. I hereby record my presence at the Annual General Meeting of the Company to be held on Monday, 30th September, 2019 at 03:00 PM. at the Registered Office of the Company at VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH UP 202001 IN

NAME OF THE SHAREHOLDER/PROXY

 

SIGNATURE OF SHAREHOLDER/PROXY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                  

 

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP IN ALL RESPECTS AND HAND IT OVER AT THE ENTERANCE OF THE MEETING HALL

REGD. FOLIO NO./CLIENT ID                                       :               ----------------------------------------

DP ID NO.                                                                             :               ----------------------------------------

CLIENT ID                                                                           :               ----------------------------------------

NO. OF SHARES                                                 :               ----------------------------------------

NAME                                                                                   :               ----------------------------------------

ADDRESS                                                                             :               ----------------------------------------

 

I hereby certify that I am a registered shareholder/proxy for the registered shareholder of the company. I hereby record my presence at the Annual General Meeting of the Company to be held on Monday, 30th September, 2019 at 03:00 PM. at the Registered Office of the Company at VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH UP 202001 IN

 

NAME OF THE SHAREHOLDER/PROXY

 

SIGNATURE OF SHAREHOLDER/PROXY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP IN ALL RESPECTS AND HAND IT OVER AT THE ENTERANCE OF THE MEETING HALL

REGD. FOLIO NO./CLIENT ID                                       :               ----------------------------------------

DP ID NO.                                                                             :               ----------------------------------------

CLIENT ID                                                                           :               ----------------------------------------

NO. OF SHARES                                                 :               ----------------------------------------

NAME                                                                                   :               ----------------------------------------

ADDRESS                                                                             :               ----------------------------------------

 

I hereby certify that I am a registered shareholder/proxy for the registered shareholder of the company. I hereby record my presence at the Annual General Meeting of the Company to be held on Monday, 30th September, 2019 at 03:00 PM at the Registered Office of the Company at VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH UP 202001 IN.

NAME OF THE SHAREHOLDER/PROXY

 

SIGNATURE OF SHAREHOLDER/PROXY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP IN ALL RESPECTS AND HAND IT OVER AT THE ENTERANCE OF THE MEETING HALL

REGD. FOLIO NO./CLIENT ID                                       :               ----------------------------------------

DP ID NO.                                                                             :               ----------------------------------------

CLIENT ID                                                                           :               ----------------------------------------

NO. OF SHARES                                                 :               ----------------------------------------

NAME                                                                                   :               ----------------------------------------

ADDRESS                                                                             :               ----------------------------------------

 

I hereby certify that I am a registered shareholder/proxy for the registered shareholder of the company. I hereby record my presence at the Annual General Meeting of the Company to be held on Monday, 30th September, 2019 at 03:00 PM. at the Registered Office of the Company at VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH UP 202001 IN.

NAME OF THE SHAREHOLDER/PROXY

 

SIGNATURE OF SHAREHOLDER/PROXY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                    

Form No. MGT-11

            Proxy form

 

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

 

CIN: U34109UP1994PLC016359

Name of the company: PAVNA INDUSTRIES LIMITED

Registered office: VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH UP 202001 IN.

 

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id:

 

 I/We, being the member (s) of …………. shares of the above named company, hereby appoint

 

 1. Name: ……………………

Address:

E-mail Id:

Signature:……………., or failing him

 

2. Name: ……………………

Address:

E-mail Id:

Signature:……………., or failing him

 

 3. Name: ……………………

 Address:

 E-mail Id:

 Signature:…………….

 

as my/our proxy to attend and vote (on a poll) for me and on my behalf at the Annual general meeting of the company, to be held on the Monday 30th day of September 2019 at 03:00 PM at VIMLANCHALHARI NAGAR ALIGARH UTTAR PRADESH UP 202001 IN and at any adjournment thereof in respect of such resolutions as mention in notice of meeting:                                                                                                                   

Affix

                                                                                                Revenue Stamp

Signed this

Signature of shareholder

Signature of Proxy holder(s)

 

Note:

THIS FORM OF PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DULY COMPLETED AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.