The Board of Directors is pleased to present the 64th Annual Report of the Company, outlining its operational and business performance, along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2025.
FINANCIAL HIGHLIGHTS:
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The Company’s Financial Performance for the Financial Year ended March 31, 2025 is summarized below
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(' in Crores)
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Particulars
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Standalone
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Consolidated
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31.03.2025 31.03.2024
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31.03.2025
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31.03.2024
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Revenue from operations
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199.54
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201.47
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205.05
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201.48
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Other Income
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4.54
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4.40
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4.16
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4.45
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Total Income
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204.08
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205.87
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209.21
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205.93
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PBIDT & Extra Ordinary Items
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31.76
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39.83
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34.60
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38.82
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Interest
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2.17
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2.05
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2.40
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2.28
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Depreciation
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9.33
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6.87
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11.43
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8.26
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Profit before Extra Ordinary Items & tax
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20.26
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30.91
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20.77
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28.27
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Extra Ordinary Items
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-
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-
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-
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-
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Profit before Tax
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20.26
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30.91
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20.77
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28.27
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Current Tax
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5.70
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8.18
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5.71
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8.18
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Deferred Tax
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(0.60)
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(0.01)
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(0.68)
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(0.11)
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Profit/(Loss) for the year
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15.17
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22.74
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15.75
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20.20
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Other Comprehensive Income
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(0.01)
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(0.01)
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(0.01)
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(0.01)
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Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)
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15.16
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22.73
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15.74
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20.19
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1. COMPANY’S PERFORMANCE:
The Highlights of the Company’s performance (Standalone) for the year ended March 31, 2025 are as under:
• During the year under review, the Company achieved a turnover of '199.54 Crores, which is broadly in line with the turnover of '201.47 Crores recorded in the previous year
• The Profit after Tax (PAT) for the financial year 202425 is '15.17 Crores against '22.74 Crores in the year
2023- 24.
The Highlights of the Company’s performance (Consolidated) for the year ended March 31, 2025 are as under:
• During the year under review, the Company achieved a turnover of '205.05 Crores as compared to '201.48 Crores in the previous financial year 2023-24, registering a modest growth in revenue.
• The Profit after Tax (PAT) for the financial year
2024- 25 is '15.75 Crores against '20.20 Crores in the year 2023-24.
2. DIVIDEND:
Your Directors have recommended a final dividend of '2/- (Rupees two only) per equity share of face value '10 (Rupees Ten only), representing 20% for the financial year ended March 31, 2025. The proposed dividend is subject to the approval of the members at the forthcoming Annual General Meeting and will be paid to those shareholders whose names appear in the Register of Members as on the record date.
Pursuant to the amendments introduced by the Finance Act, 2020, under the Income-tax Act, 1961, dividends paid or distributed by the Company are now taxable in the hands of the shareholders. Accordingly, the Company will deduct tax at source before making the payment of the final dividend.
3. CHANGE IN THE NATURE OF THE BUSINESS:
There were no changes in the nature of business during the year under review as prescribed in Rule 8 of the Companies (Accounts) Rules, 2014.
4. TRANSFER TO RESERVE:
The Board of Directors of the Company has not recommended transfer of any amount to the General Reserve for the Financial Year ended March 31, 2025.
5. DEPOSITS:
During the year the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
6. LISTING:
The shares of the Company are listed on “BSE Limited” at Mumbai. The Company has paid the applicable listing fees to the Stock Exchange till date.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2025, the Company has 6 directors with combination of executive & non-executive directors including one women director
a. Retirement by Rotation and subsequent Reappointment:
Girish Desai (DIN: 01056763), Non-Executive Director being the longest in the office among the directors liable to retire by rotation, retires from the Board this year and being eligible, has offered himself for re-appointment. The Boards of Directors recommends his re-appointment at Item No. 3 of the Notice Calling 64th Annual General Meeting for consideration of the Shareholders.
b. Re-Appointment of Managing Director:
On the recommendation of Nomination and Remuneration Committee the Board has considered and seek approval from members of the Company as following:
Re-appointment of Sharad Taparia (DIN: 00293739) as Managing Director of the Company, liable to retire by rotation for a period of Five (5) consecutive years commencing from April 01, 2026, subject to approval of members of the Company through Ordinary Resolution.
In this regard the Board of Directors of the Company had approved the Notice of AGM dated May 23, 2025, for seeking the approval of Members of the Company by way of Ordinary Resolution for re-appointment of Sharad Taparia (DIN: 00293739) as a Managing Director of the Company.
c. Key Managerial Personnel:
The Key Managerial Personnel of the Company as on March 31, 2025 are:
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Sr.
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Name of Key
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Designation
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No.
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Managerial personnel
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1.
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Sharad Taparia
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Managing Director
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2.
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Sukhmal Jain
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Chief Financial Officer
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3.
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Rachana Sawant
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Company Secretary
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8. DIRECTORS RESPONSIBILITY STATEMENT:
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm:
I. That in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
II. That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;
III. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. That the annual financial statements have been prepared on a going concern basis;
V. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
VI. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
9. CORPORATE GOVERNANCE:
In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A separate section on corporate governance along with a certificate from the auditors confirming compliance is annexed and forms part of the Annual Report.
10. AUDITORS:
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Jayesh Sangharajka & Co. LLP Chartered Accountants (Firm Registration No. 104184W/W100075) was appointed as Statutory Auditor of the Company in the 61st Annual General Meeting till the conclusion of the 66th Annual General Meeting of the Company. M/s. Jayesh Sangharajka & Co. LLP Chartered Accountants (Firm Registration No. 104184W/W100075) have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
M/s. Jayesh Sangharajka & Co. LLP and have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.
Auditors’ Report
The Auditor’s Report for the year ended March 31, 2025 on the financial statements of the Company is a part of this Annual Report. The notes on Financial Statements referred in the Annual Report are self-explanatory and do not call for any further comments. The Auditor’s Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
The Secretarial Audit for the year 2024-25 was undertaken by M/s. Arun Dash & Associates, practicing Company Secretary and the Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended March 31, 2025 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company are annexed herewith as “Annexure A”.
The observations made in the Secretarial Audit Report are self-explanatory.
Securities and Exchange Board of India (SEBI) had amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI(LODR) Regulations, 2015’) on December 12, 2024 amended Regulations 24A of SEBI (LODR) Regulations, 2015 provides specific guidelines for appointing and re-appointing Secretarial Auditors w.e.f April 01, 2025.
Regulations 24A of SEBI (LODR) Regulations, 2015 states that on the basis of recommendation of Audit Committee the board of directors of a listed entity shall appoint or reappoint an individual as Secretarial Auditor for not more than one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting. Accordingly, based on the recommendations of the Audit Committee and the Board of Directors, it is hereby proposed to appoint M/s Dash Dwivedi & Associates LLP, Company Secretaries (PCS), having (FRN: L2025MH018300), as the Secretarial Auditors of the Company for a period of 5 consecutive years from financial year 2025-26 to financial year 202930 pursuant to provisions of Section 204 of the Companies Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force)and Regulation 24(A) of SEBI (LODR) Regulations, 2015.
M/s. Dash Dwivedi & Associates LLP, Company Secretaries is a peer reviewed corporate law advisory firm offering comprehensive solutions in corporate compliance, securities law, capital markets advisory, intellectual property rights (IPR), and litigation support before the National Company Law Tribunal (NCLT).
Internal Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on quarterly basis by G S Nayak & Co., Chartered Accountants the Internal Auditors of the Company. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.
Internal Audit report is reviewed by the audit committee from time to time.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has one wholly owned subsidiary and does not have any Associate or Joint Venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").
Subsidiary Company - Quantum Magnetics Private Limited (Incorporated on May 31, 2023).
The Consolidated Financial Statements of the Company and its subsidiary, forming part of this Annual Report, have been prepared in accordance with Section 129(3) of the Companies Act, 2013. A statement containing the salient features of the financial statements of the subsidiary, in the prescribed format AOC-1, is annexed to this Report as "Annexure B". This statement also highlights the performance and financial position of the subsidiary.
In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with the SEBI Listing Regulations the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary Company are available on the website of the Company at www.pmlindia.com.
12. EXPLANATION ON AUDITOR’S COMMENT:
The Board have to state as under with reference to the Auditor’s certain remarks as contained in the annexure to the Auditor’s Report:
With reference to para IX of the Annexure A to the Auditor’s Report, the Central Excise Loan interest has remained unpaid as the matter is pending for the cause of implementing agency claiming compound interest on an interest free excise loan under a scheme of incentives. Matter with relevant agencies and Government of India is being taken up and will be sorted out in due course of time. No material liability is expected in this regard.
13. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as “Annexure C”.
The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld.
The Whistle Blower Policy has been uploaded on the website of the Company under investors tab at www.pmlindia.com.
19. CONSERVATION OF ENERGY, TECHNOLOGY DEVELOPMENT AND ABSORPTION:
The Conservation of Energy, R & D activity in the Company is mainly carried out by the key line manufacturing and technical personnel in alliance with the key technical sales personnel and outsourced consultants.
“Annexure F” attached hereto which provides the information required to be disclosed on the efforts made on Conservation of Energy, Technology Development and Absorption as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
20. FOREIGN EXCHANGE EARNING AND OUTGO:
Please refer to paragraph No. 14 of Notes to accounts for the foreign exchange outgo and earnings of the Company which is required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
20. PARTICULARS OF LOANS GIVEN,
GUARANTEES AND INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:
The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.
21. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has inter alia, received the following declarations from all the Independent Directors confirming that:
1. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;
2. They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and
3. They have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
15. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:
Hon’ble Bombay High Court has given interim stay order against the winding up order passed (against the Company) dated 15/04/2015. This was a lawsuit filed by M/s. Savino Del Bene Freight Forwarders (India) Private Limited. Company has deposited '0.19 Cr including interest as per direction of Hon’ble Bombay High Court. The Appeal shall be added to the appropriate board for hearing. But the same is not yet listed on the Board of High Court.
16. RELATED PARTY TRANSACTIONS:
Related party transactions entered during the financial year under review are disclosed in Note No. 8 of Notes to Accounts of the Company for the financial year ended March 31, 2025.
All related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business.There were no material significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.
The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in “Annexure D” in Form AOC-2 which is part of this report.
In line with the requirements of the Companies Act,2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company’s website at www.pmlindia.com
17. CORPORATE SOCIAL RESPONSIBILITY:
As part of the Corporate Social Responsibility initiative the Company has spent an amount of '0.64 Cr towards the various CSR activities during the financial year 2024-25. A report on CSR Activities as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed herewith as “Annexure E”.
The Company has adopted Corporate Social Responsibility Policy in line with Schedule-VII of Companies Act 2013. The CSR Policy is disclosed on the website of the Company www.pmlindia.com.
18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. Your Company’s Whistleblower Policy encourages Directors and employees to bring to your Company’s attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Company’s operations, business performance and/ or reputation.
22. BOARD MEETINGS:
During the year under review Four Board Meetings were convened and held on May 16, 2024, August 09, 2024, November 12, 2024, and February 14, 2025.
23. COMMITTEE MEETINGS:
The Board has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
A detailed disclosure on the Board, its committees, its composition and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance which forms part of the Annual Report.
24. ANTI SEXUAL HARASSMENT POLICY:
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder, the Company has adopted a strict policy of zero tolerance towards any form of sexual harassment at the workplace. This policy applies to all employees, including permanent, contractual, temporary, and trainees.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.During the financial year under review, no complaints pertaining to sexual harassment were received.
25. ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2025 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, and is available on the website of the Company in investor tab at www.pmlindia.com.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has instituted a robust Internal Financial Control (IFC) framework over financial reporting, aimed at ensuring that all transactions are properly authorized, accurately recorded, and reported in a timely manner These controls offer reasonable assurance regarding the integrity and reliability of the Company’s financial statements.
The responsibility for compliance with applicable laws, regulations, and internal policies lies with the respective functional heads. The adoption of system-driven reporting and increased automation across various aspects of financial reporting has significantly improved both accuracy and operational efficiency.
The Company actively monitors updates to Accounting Standards and the Companies Act, and promptly aligns its systems, processes, and controls to maintain full regulatory compliance.
All policy changes and their potential impact on the financial statements are carefully assessed in consultation with the statutory auditors and the Audit Committee, and are appropriately disclosed in the financial reports.
27. SHARE CAPITAL:
The paid-up equity share capital of the Company as on March 31, 2025, stood at '8.60 Crores. There was no change in the share capital of the Company during the year under review. The authorized share capital of the Company currently stands at '16 Crores.
The Company has proposed to increase its authorized share capital from '16 Crores to '26 Crores, subject to the approval of the members at the 64th Annual General Meeting.
28. BOARD EVALUATION:
In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual Directors as well as the evaluation of the working of its Board Committees. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, transfer and Refund) Rules, 2016 (‘the Rule’), all the unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of Seven Years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority.
Company has not completed seven years since its last dividend declaration or payment, it means that the threshold for transferring funds to the IEPF has not been met. In such cases, the Company would not be eligible to transfer funds to the IEPF until it fulfills this requirement.
30. REPORTING OF FRAUDS:
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.
31. APPRECIATION:
The Board of Directors places on record its deep appreciation for the outstanding personal efforts and collective contribution of all employees towards the Company's performance during the year. The Board also expresses its sincere gratitude for the continued support and cooperation extended by financial institutions, banks, government and regulatory authorities, stock exchanges, customers, and vendors throughout the year under review.
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