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P C Products India Ltd.

BSE: 539267 Sector: Others
NSE: N.A. ISIN Code: INE579N01018
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OPEN 19.70
CLOSE 19.70
VOLUME 3
52-Week high 19.70
52-Week low 7.35
P/E
Mkt Cap.(Rs cr) 20
Buy Price 19.70
Buy Qty 14997.00
Sell Price 0.00
Sell Qty 0.00

P C Products India Ltd. (PCPRODUCTS) - Director Report

Company director report

We are presenting the 2011 Annual Report with Audited Statements of Accounts for theFinancial Year ended 31st March 2016.

FINANCIAL PERFORMANCE

The performance during the period ended 31st March 2016 has been as under:

(Amount In Rs.)
Particulars 2015-2016 2014-201S
Income 37424856.07 40667551.18
Expenditure ^ 37280421.79 40395246.93
Provision for Current Tax (MAT) 27522.00 51887.00
MAT Credit Entitlement (27522.00) (51887.00)
Profit for the year 144434.28 272304.25

COMPANY PERFORMANCE

Your Company has posted Good financial results during the year under review. TheTurnover of the Company is Rs. 37424856.07/- and Net Profits is Rs. 144434.28/- andthe Company is trying to achieve inorganic growth in its business activities bydiversifying into the business of Drugs and Pharmaceuticals.

CAPITAL OF THE COMPANY OF ISSUE OF FURTHER SHARES THROUGH SWAP

'The Present Authorized Share Capital of the Company is Rs. 60000000/- divided into6000000 Equity Shares of Rs. 10/- each. The Company is proposing to issue Equity Shares.Considering the same; the Board has approved subject to the Shareholders approval inPostal Ballot Notice dated Wednesday 24/08/2016 an Increase in the Authorized ShareCapital to Rs. 130000000/- divided into 13000000 Equity Shares of Rs. 10/- each.

The Paid up Share Capital is Rs. 53881000/- (5388100 Equity Shares of Rs. 10/-each)

OPEN OFFER AND SHARE PURCHASE AGREEMENT

M/s. Mark Corporate Advisors Private Limited (Managers to Open Offer) has informed theCompany and the Stock Exchanges about the Share Purchase Agreement dated Wednesday24/08/2016 entered by Mr. Mohammed Aejaz Habeeb (Acquirer 1) Mr. Syed Ameer Basha Paspala(Acquirer 2) and Mr. Kalidindi Krishnam Raju (Acquirer 3) with Mr. Arun Kumar BhangadiaPromoter of the Company (Seller) for acquisition of 2100000 Equity Shares representing20.47% of the Emerging Voting Capital of the M/s. PC Products India Limited (TargetCompany).

Further the Company in its Board Meeting held on Wednesday 24/08/2016 has decided andapproved the following:

1. To acquire not less than 51% stake in M/s. Krisani Bio Sciences Private Limited byway of Swapping of Shares from the Shareholders of M/s. Krisani Bio Sciences PrivateLimited.

2. Allotment of 4870606 Equity Shares on SWAP Basis to Mr. Kalidindi Krishnam Raju(Acquirer 3 and Shareholder of M/s. Krisani Bio Sciences Private Limited) and hisrelatives.

Pursuant to SPA and Preferential Allotment the Acquirers have triggered the Open Offeras per SEBI (SAST) Regulations 2011 to acquire 2667300 Equity Shares of Rs. 10/- eachof M/s. PC Products India Limited (Target Company) representing 26% of the Emerging EquityShare Capital / Voting Capital of the Target Company.

Public Announcement Wednesday 24/08/2016
Detailed Public Statement. Tuesday 30/08/2016

DIVIDEND

The Company in its revival proposes no dividend for the year.

LISTING

The Company has its Equity Shares listed on BSE Limited (11/08/2015). The Company isalready listed on Metropolitan Stock Exchange of India Limited and Ahmedabad StockExchange Limited. The Annual Listing Fees (BSE MSEI and ASE) and Annual Custodian Fees(NSDL CDSL) have been paid by the Company for the FY 15-16.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS

There are no significant and material orders passed by the Regulatory authorities orCourts which effect the nature of the business of the company.

DISCLOSURE ABOUT COST AUDIT

Cost Audit is not applicable to your Company.

STATUTORY AUDITORS

At the Annual general meeting held on 16/09/2015 M/s. N.M. Khatavkar & Co.Chartered Accountants were appointed as Statutory Auditors of the Company to hold officetill the conclusion of Annual General Meeting to be held in the Year 2020 In terms ofFirst proviso to section 139 of the Companies Act 2013 the appointment of auditors shallbe placed for ratification at every Annual General Meeting.

Accordingly the appointment of M/s. N.M. Khatavkar & Co. Chartered Accountantsas Statutory Auditors of the Company is placed for ratification by the shareholders. TheAuditors Report for 2015-2016 does not contain any qualification reservationor adverse remarks and is enclosed with Financial Statements in this Annual Report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC Housing Company etc. and hence Industry based disclosuresis not required.

SECRETARIAL STANDARDS - EVENT BASED DISCLOSURES

During the year under review the Company has NOT taken up any of the followingactivities:

1. Preferential Allotment of Shares

2. Issue of Shares with differential rights

3. Issue of Shares under employee' s stock option scheme

A Disclosure on purchase by company or giving of loans by it for purchase of itsShares

5. Disclosure about revision

6. Issue of sweat equity share

7. Buy-Back of Shares

INTERNAL CONTROLS SYSTEMS AND APECUACY

The Company' s organization is adequately staffed with qualified and experiencedpersonnel for implementing and monitoring the internal control environment. The internalaudit function is adequately resourced commensurate with the operations of the Company andreports to the Audit Committee of the Board.

SUBSIDIARIES / JOINT VENTURE / ASSOCIATES

During the Year under review there were no Subsidiaries / Associates / Joint Venturesof our Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Pavan Kankani (P K & Associates Practicing Company Secretaries)(Membership No. F-7432 CP No. 7643) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report in Form MR 3 is annexed herewith as “AnnexureI” to this report.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; the Company has appointed Mr. Praveen Rathi Chartered Accountant(Memb No. 230406 FRN No. 016357S) (Proprietor - Rathi Praveen & Co.) as InternalAuditor of the Company and their report is reviewed by the Audit Committee from time totime.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 isannexed herewith as “Annexure II” to this report.

NON - APPLICABILTY OF CORPORATE GOVERNANCE

As per the SEBI Circular CIR/CFD/POLICYCELL/7/2014 dated 15h September2014 the Paid Up Capital of the Company is less than Rs. 10 Crores and Net worth beingless than Rs. 25 Crores Corporate Governance and its report is Not Applicable to theCompany.

QUALIFICATIONS IN AUDIT REPORTS

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made—

(a) Explanation Regarding Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2016 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust capital market in the coming years

(b) Explanation Regarding Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and the same does not haveany reservation qualifications or adverse remarks.

FIXED DEPOSITS

The Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the Financial Year under review.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Particulars of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions under section 135 of the Companies Act 2013 are notapplicable to the company

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES FORTHE FINANCIAL YEAR 2015-2016

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules

1975 in respect of employees of the Company and Directors is furnished hereunder:

(Amount in Rupees)

SI. No Name Designation Remuneration paid FY 2015-16 Remuneration paid FY 2014-15 Increase in remuneration from previous years Ratio/times per median of employee remuneration
Executive Directors and Key Managerial Persons
1 Pooja Jain Company Secretary 324000 135000 (01/11/2014 31/03/2015) - -
2 Anil Kumar Munjal Chief Financial Officer 120000 - - -
3 Devender Kumar Rathi Whole-time Director 24000 (13/02/2016 31/03/2016) - - -
Non Executive Directors
1 Arun Kumar Bhangadia Promoter Non- Executive Director - - - -
2 Praveen Bellam Independent Director - - - -
3 Bonthu Pardhasara Independent Director - - - -
4 Sripriya Mutgi Independent Director - - - -
5 Nishita Kalantri Independent Director - - - -

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Current policy is to have an appropriate mix of Executive and Independent Directorsto maintain the Independence of the Board and separate its functions of Governance andManagement. As on date of this report your Board consists of 5 Directors including 1Promoter Non-Executive Director and 3 are Independent Non-Executive Directors (including aWomen Director) and 1 is Professional Executive Director.

The Policy of the Company on Appointment and Remuneration including criteriafor determining qualifications positive attributes independence of directors and othermatters as required under Section 178 (3) of the Companies Act 2013 has been framed bythe Company. We affirm that the Remuneration

paid to the Directors is as per terms laid Out in the Nomination and RemunerationPolicy.

RELATED PARTY TRANSACTIONS

All material Related Party Transactions that were entered into during the FinancialYear were on an arm’s length basis and were in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. All Related PartyTransactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.

Detailed information about the Related Party Transactions is enclosed in Form AOC-2 as“Annexure - III” to this report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has no activity relating to conservation of energy or technologyabsorption. Further the company did not have any foreign exchange earnings or outgo duringthe year. Hence no information pursuant to Section 134 of the Companies Act 1956 readwith (disclosure of particulars in the report of Board of Directors} Rules 1988 isprovided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review company did not earn foreign currency nor did it expendany amount in foreign currency.

BUSINESS RISK MANAGEMENT

The Company has adopted a Risk Management Plan for implementation of Enterprise RiskManagement (ERM) framework. As per the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board shall establish a Risk ManagementPlan/ Policy and the Risk Management Committee shall evaluate the Risk Management systemsperiodically.

In line with this requirement the Board is responsible for initiating and institutingthe ERM framework and setting the requisite tone at the top for implementation of the ERMframework. Further the Board shall be responsible for overseeing measures for managingrisk. The Plan also envisages a key role for the Risk Management Committee which shallperiodically (at least annually) review the adequacy of Risk Management Systems recommendimprovements if needed discuss with external consultants Internal Auditors to test theadequacy and effectiveness of the Risk Management System.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe interna! control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size arid nature of its business.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL ACT. 2013

The Company has in place an anti sexual harassment policy in line with the requirementsof the Sexual Harassment of Women at the work place (Prevention Prohibition andRedressal) Act 2013. All Employees (Permanent Contractual temporary Trainees) arecovered under this policy.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy framed to deal with instance of Fraud andMis-Management if any in the Group pursuant to the provisions of section 177(9) &(10) of the Companies Act 2013. The details of the Policy are posted on the website:www.Pcproductslimited.com.

BOARD MFFTINGS

The Board of Directors duly met 7 (Seven) times in the FY 2015-2016 on29/04/2015 29/05/2015 11/08/2015 09/11/2015 27/11/2015 13/02/2016 and 30/03/2016 inrespect of which meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose

DIRECTORS AND KE MANANGERIAL PERSONNEL

During the year under review -

• Ms. Sripriya Mutgi (Independent Non - Executive Director) resigned from theBoard on 13/02/2016 due to her personal pre-occupations.

• Mr. Bonthu Pardhasara was appointed as Additional Director {Independent Non -Executive Director) on the Board w.e.f 09/11/2015.

• Ms. Nishita Kalantri was appointed as Additional Director {Independent Non -Executive Director) on the Board w.e.f 13/02/2016

DIRECTORS RESPONSIBILITY STATEMENT-

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 2015-16 and of the profit or loss of the Company for thatperiod;

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities

iv) The annual accounts for the year 2015-16 have been prepared on a going concernbasis.

v) That proper internal financial control was in place and that the financial controlswere adequate and were operating effectively.

vi) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013.

The terms of reference of the Audit Committee include a review of the following;

• Overview of the Company' s financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board.

The previous Annual General Meeting of the Company was held on Wednesday 26"September 2015 at 11.00 a.m. at Registered Office of the Company at 4 7-375/A TelevisionHotel Lane Esamia Bazar Hyderabad - 500 027 (Telangana) and Chairman of the AuditCommittee attended previous AGM.

During the FY 2015-2016 Four (4) Meetings of the Audit Committee were held on29/05/2015 11/08/2015 09/11/2015 and 13/02/2016.

The Composition is as follows:

Name Designation Category
Form 01/04/2015 -13/02/2016
Mr. Devender Kumar Rathi Chairman Independent Non-Executive
Mr. Bellam Praveen Member Independent Non-Executive
Ms. Sripriya Mulgi # Member Independent Non-Executive
Re-Constitution From 13/02/2016
Mr. Bellam Praveen Chairman Independent Non-Executive
Mr. Bonthu Pardhasara * Member Independent Non-Executive
Mr. Arun Kumar Bhangadia Member Promoter Non-Executive

# Resigned w.e.f. 13/02/2016

• Appointed w.e.f. 09/11/2015

NOMINATION & REMUNERATION COMMITTEE

During the FY 2015-2016 the Nomination and Remuneration Committee Meeting was held on29/05/2015.

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:

• To take into account the financial position of the Company trend in theindustry appointee' s qualification experience past performance past remuneration etc

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit. The remuneration levels are governed by industry pattern qualifications andexperience of the Directors responsibilities shouldered individual performance etc.

The Composition is as follows:

Name Designation Category
Form 01/04/2015 -13/02/2016
Mr. Devender Kumar Rathi Chairman Independent Non-Executive
Mr. Bellam Praveen Member Independent Non-Executive
Ms. Sripriya Mutgi # Member Independent Non-Executive
Re-Constitution From 13/02/2016
Mr. Bellam Praveen Chairman Independent Non-Executive
Mr. Bonthu Pardhasara * Member Independent Non-Executive
Mr. Arun Kumar Bhangadia Member Promoter Non-Executive

# Resigned w.e.f. 13/02/2016

• Appointed w.e.f. 09/11/2015

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the FY 2015-2016 Five (4) Meetings of the Stakeholders Relationship CommitteeMeeting were held on 29/05/2015 11/08/2015 09/11/2015 and 13/02/2016.

The Composition is as follows:

Name Designation Category
Form 01/04/2015 -13/02/2016
Mr. Devender Kumar Rathi Chairman Independent Non-Executive
Mr. Bellam Praveen Member Independent Non-Executive
Mr Arun Kumar Bhangadia Member Promoter Executive
Re-Constitution From 13/02/2016
Mr. Bellam Praveen Chairman Independent Non-Executive
Mr. Bonthu Paradhasara * Member Independent Non-Executive
Mr. Arun Kumar Bhangadia Member Promoter Non-Executive

• Appointed w.e.f. 09/11/2015

The Board has delegated the power to process the transfer and transmission of Shares tothe Registrar and Share Transfer Agents of the Company -

M/s. Venture Capital & Corporate investments Private Limited; 12-10-167 BnaratNagar Hyderabad - 500 018 (Telangana).

The Company has designated an exclusive E mail ID pcproductsindia@gmail.com forComplaints / Grievances.

The Powers of the Committee are as follows:

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of SharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints etc.

• To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.

RISK MANAGEMENT COMMITTEE

During the FY 2015-2016 the Risk Management Committee Meeting was held on 29/05/2015

The Composition is as follows:

Name Designation Category
From 01/04/2015 -13/02/2016
Mr. Arun Kumar Bhangadia Chairman Promoter Executive
Mr. Bellam Praveen Member Independent Non-Executive
Mr. Devender Kumar Rathi Member Independent Non-Executive
Re-Constitution From 13/02/2016
Mr. Arun Kumar Bhangadia Chairman Promoter Non-Executive
Mr. Bellam Praveen Member Independent Non-Executive
Mr. Devender Kumar Rathi Member Professional Executive

The Role and Responsibilities of the Committee as follows:

Framing and Monitoring of Risk Management Plan and Policy

• Overseeing implementation of Risk Management Plan and Policy

• Validating the process of risk management and minimization.

Periodically reviewing and evaluating the Risk Management Policy andpractices with respect to risk assessment and risk management processes.

INDEPENDENT DIRECTORS COMMITTEE

During under the review the Independent Directors Committee Meeting was held on29/05/2015.

Declaration from Independent Directors on Annual Basis:

The Company has received a declaration from Mr. Devender Kumar Rathi Ms. SripriyaMutgi Mr. Bellam Praveen Mr. Bonthu Pardhasara and Ms. Nishita Kalantri - IndependentNon-Executive Directors of the Company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013.

None of the employees is drawing Rs. 500000/- and above per month or Rs 6000000/-and above in aggregate per annum the limits prescribed under Section 134 of the CompaniesAct 2013.

The Composition is as follows:

Name Designation Category
From 01/04/2015 -13/02/2016
Mr. Devender Kumar Rathi Chairman Independent Non Executive
Ms. Sripriya Mutgi # Member Independent Non Executive
Mr. Bellam Praveen Member Independent Non Executive
Reconstitution of Independent Directors Committee on 13/02/2016
Mr. Bellam Praveen Chairman Independent Non Executive
Mr. Bonthu Pardhasara * Member Independent Non Executive
Ms. Nishita Kaiantri ** Member Independent Non Executive

# Resigned w.e.f 13/02/2016

* Appointed w.e.f. 09/11/2015

** Appointed w.e.f. 13/02/2016

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the valuable support extended byvarious departments viz. Central and State Governments Stock Exchanges SEBI NSDLCDSL RTA Banks Auditors and other Regulatory Bodies etc for their continued support tothe Company' s growth.

The Directors record their special appreciation to all employees for their efforts andcontribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the Shareholders for the confidencewhich they reposed in them

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT

The Company do hereby declare that the directors and senior management of the Companyhave exercised their authority and powers and discharged their duties and functions inaccordance with the requirements of the code of conduct as prescribed by the company andhave adhered to the provisions of the same.

For and on Behalf of the Board
PC Products India Limited
Sd/-
Place: Hyderabad Devender Kumar Rathi
Date: 02/09/2016 Whole-time Director
(DIN: 06666011)