Your Board of Directors take pleasure in presenting the 22nd BoardsReport of the Company together with the Audited Statement of the Accounts for the yearended on 31st March 2015.
(Rs. In Lacs)
|PARTICULARS ||31.03.2015 ||31.03.2014 |
| || || |
|Sales ||5192.89 ||3232.81 |
|Other Income ||4.04 ||1.49 |
|Total Income ||5196.93 ||3234.30 |
|Expenses ||4847.34 ||2902.05 |
|Earnings before depreciation finance costs and taxes ||349.59 ||332.25 |
|Less: Depreciation and Finance Costs ||257.58 ||272.34 |
|Profit/ (Loss) before taxation ||92.01 ||59.91 |
|Tax Expenses ||31.13 ||21.41 |
|Balance Surplus Carried to Balance Sheet ||60.88 ||38.50 |
During the year under review the Company achieved the sales turnover of Rs. 5192.89Lacs as against Rs. 3232.81 Lacs of the previous financial year. The profit before tax andprofit after tax are at Rs. 92.01 Lacs and Rs. 60.88 Lacs respectively for the FinancialYear 2014 - 15 as against Rs. 59.91 Lacs and Rs. 38.50 Lacs for the previous financialyear.
Your Directors have recommended a Dividend of Rs. 0.50 /- per share (Face Value of Rs.10 per share) aggregating to Rs. 23.12 Lacs for the year 2014-15. The Dividend Tax amountsto Rs. 4.62 Lacs.
The Company has not accepted any deposits from the public or its employees during theyear under review.
The paid up equity capital of the Company is Rs. 46242200 divided into 4624220equity shares of Rs. 10 each. The Company has not come out with any share issue during theyear.
Thirteen Board Meetings were convened and held during the year. The details of theBoard Meetings have been provided under Corporate Governance Report.
In accordance with the provisions of the Articles of Association of the Company Mr.Amit Dalmia retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
Mrs. Usha Sharma was appointed as Additional Director of the Company and in terms ofSection 161 of the Companies Act 2013 they hold office upto the date of the ensuingAnnual General Meeting. It is proposed to appoint Mrs. Usha Sharma as Non ExecutiveDirector at the forthcoming Annual General Meeting. The Company has received a notice fromshareholder in terms of Section 160 of the Act signifying its intention to propose theappointment of Mrs. Usha Sharma as Director in the forthcoming Annual General Meeting.
Mr. Saket Dalmia was appointed as Managing Director for a period of 5 years and whoseterm of office shall expire on 31st March 2016. It is proposed to re - appointMr. Saket Dalmia as Key Managerial Personnel (Managing Director) of your Company witheffect from 01st April 2016 for a further period of Five Years.
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and Rules made thereunder and are independent of the management.
PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. TheNomination and Remuneration Committee reviews and evaluates the resumes of potentialcandidates vis-a-vis the required competencies. The Nomination and Remuneration Committeealso meets with potential candidates prior to making recommendations of their nominationto the Board. At the time of appointment specific requirements for the positionincluding expert knowledge expected is communicated to the appointee.
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of Section178(3) of the Act.
|Qualifications: ||A transparent Board nomination process is in place that encourages diversity of thought experience knowledge perspective age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board. |
|Positive Attributes: ||In addition to the duties as prescribed under the Act the Directors of the Board of the Company are also expected to demonstrate high standards of ethical behavior strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the Code of Independent Directors as outlined in Schedule IV to the Act |
|Independence: ||In accordance with the above criteria a Director will be considered as an Independent Director if he/she meets with the criteria for Independent Director as laid down in the Act. |
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of the Act the Board has carried out an annual evaluationof its own performance performance of the Directors as well as the evaluation of theworking of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria and theperformance evaluation process for the Board its Committees and Directors. TheBoards functioning is evaluated on various aspects including inter alia degree offulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.
Directors were evaluated on aspects such as attendance contribution at Board/Committeemeetings and guidance/support to the management outside Board/Committee meetings. TheCommittees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors who also reviewed the performance of the Board itsCommittees and the Directors.
The Chairman of the Board provided feedback to the Directors on the significanthighlights with respect to the evaluation process of the Board.
|STATUTORY AUDITORS: ||M/s. Vishal G Goel & Co. Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their appointment if made would be within the prescribed limit under the Act and they are eligible for appointment. |
|SECRETARIAL AUDITOR: ||Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company had appointed M/s. R Miglani & Co. Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March 2015. The Secretarial Audit Report is annexed as Annexure A. |
The Auditors Report and the Secretarial Audit Report for the Financial Year ended31st March 2015 do not contain any qualification reservation adverse remark ordisclaimer.
The Auditors have confirmed that their appointment if made would be within thelimits prescribed under Section 141(3) (g) of the Companies Act 2013 and that they arenot disqualified in terms of Section 139 of the Companies Act 2013.
The composition of Audit Committee has been provided under Corporate Governance Reportfor the Financial Year ended on 31st March 2015. The Board has accepted all therecommendations of the Audit Committee during the year.
KEY MANAGERIAL PERSONNEL
In compliance with provisions of Section 203 of the Companies Act 2013 during theFinancial Year 2014-15 The Managing Director Chief Financial Officer and the CompanySecretary have been nominated as Key Managerial Personnel.
The Properties and insurable assets and interest of your Company such as buildingsplant & machinery and stocks among others are adequately insured.
During the year the Company has not issued any bonus shares.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financial year ended March31 2015 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for the year under review
(iii) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
(iv) That the directors had prepared the annual accounts on a going concern basis forthe financial year ended on March 31 2015.
(v) That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments if any covered under the provisionsof Section 186 of the Companies Act 2013 have been stated in the notes to the FinancialStatements forming part of Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 the following information is provided:
A. CONSERVATION OF ENERGY
Our Company is not an energy intensive unit however regular efforts are made toconserve energy.
B. RESEARCH AND DEVELOPMENT
The Company did not have any activity during the year.
C. FOREIGN EXCHANGE EARNINGS AN' 'UTGO
During the year the Company had spent Rs. 4813514.96 in foreign currency.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Statement containing information as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure B.
There were no employees in receipt of remuneration as prescribed under the provisionsof Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the extract of the Annual Return in FormMGT-9 is annexed herewith as Annexure C.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
During the year ended March 31 2015 your company has gross sales of Rs.550346470.00 /- as against Rs. 344601167.00 /- during the previous financial year.
FORWARD LOOKING STATEMENTS
This MD&A includes information that is forward-looking in nature. Such statementsconcern the future earnings of the Company its operations its financial results and itsfinancial situation. Such forwardlooking statements can be identified through use ofexpressions such as "believe" "foresee" "anticipate""estimate" "expect" and other similar types of terms. Such statementsare based on the information available at the time that they were made and on the goodfaith of management according to information available at this time. The statementsinclude an element of uncertainty and the actual results may be significantly differentfrom the assumptions and estimations described in the forward looking statements.
The actual results will be affected by numerous factors over which the Company has noinfluence. Consequently we recommend against placing undue trust in such forward-lookingstatements since future events and actual results may differ significantly from ourforecasts.
The Industry: Opportunities & Threats
The Companys main business is cutting finishing and trading of Imported Marblesbut it can be done only after the raw material has been purchased / imported. TheGovernment of India has laid down certain policies for granting Import License which isfollowed by strict rules and regulations. The person who gets the license can import theraw materials during the year.
P G Industry is exposed to risk of price fluctuation on raw materials as well asfinished products in all its products as due to import of raw materials it has the risk ofdelaying or loss in the shipment which may cause rise in the price of the raw materialsand finished goods too. Due to increase in the Import tariff or import duties it alsoaffects the flexibility of the prices of the raw materials.
Business Outlook and Overview:
The main business of the Company is to Manufacture and Trading of Imported Marbles. TheCompanys strategy is to strengthen its business with the objective of long termgrowth. Its growth depends on the development of the Real Estate Sector. Now a daysReal Estate Sector is developing day by day and the demand for the Imported Marbles alsoincreasing.
The Companys Import is based on the Government policies as laid by them. ItsImport is on the basis of licensees granted by Ministry of Commerce & IndustryGovernment of India.
Internal Control Systems and Cost:
The Company has a proper and adequate system of internal controls to ensure that allthe assets are safeguarded protected against loss from unauthorized use or dispositionand that transactions are authorized recorded and reported correctly. The companyconducts audit of various departments based on an annual audit plan through SeniorExecutive of the Company along with the head of finance department. The views of thestatutory auditors are also considered to ascertain the adequacy of the internal controlsystem.
Human Resource Development.
The Company believes that its human resources have been pivotal force to accelerate thegrowth of the organization right from its inception and it has been the companyscontinuous endeavour to create an environment where people excel and feel a sense ofbelongingness to the organization. The Company makes a continuous and concerted effortsnot only to groom its human resources to meet with the present and future challenges inthe field of Technology and Management functions but also focuses on providing anenvironment conductive for growth of employees and organization in the rapidly changingindustrial scenario. To support the growing and expanding business needs talentacquisition and development at all levels have been regularly groomed through need basedtraining & development programmes organized by inviting expert faculties from outsideas well as with the help of internal faculties the employees to attend specializedtraining programmes organized by the reputed training institutes in the country.
The Company has always remained conscious about the importance of safety environmentand health aspects and accordingly training programmes on safety awareness etc wereorganized in house during the year.
The Company is continuously endeavoring to improve industrial relations by proactiveinitiatives / actions and results very harmonious cordial and healthy industrialrelations though out the year led to an atmosphere conducive for the sustenance of growthand enrichment of value for the shareholders.
Your Directors express their sincere thanks and appreciation for the cooperationreceived from the Investors Shareholders Banks and Business Associates during the yearunder review. Your Directors also wish to place on record their appreciation for theexcellent performance and contribution of the Employees to the Companys progressduring the year under review.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place: New Delhi ||Amit Dalmia |
|Date: 13th August 2015 ||(Chairperson) |
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel)
P G INDUSTRY LIMITED
A-30 KAILASH COLONY
I have conducted the secretarial audit of the compliances of applicable statutoryprovisions and the adherence to good corporate practices by M/s P G INDUSTRY LIMITED (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided me/us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
I have examined tie books papers minute books forms and returns filed and otherrecords maintained by M/s P G INDUSTRY LIMITED ("the Company") for thefinancial year ended on 31st March2015 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethere under;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
I have also examined compliance with the applicable clauses of the Listing agreemententered into by the Company with Stock Exchanges in India.
I report that during the year under review the Company has complied with theprovisions of the Acts rules regulations and guidelines mentioned above.
I further report that there were no actions/events in pursuance of:
a. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
b. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
Requiring Compliance thereof by the Company during the Financial Year and SecretarialStandards issued by The Institute of Company Secretaries of India were not applicableduring the year.
I further report that based on information provided by the company its officers andauthorize representative during the conduct of the audit and also on the review ofcompliance report by respective department head/ Company Secretary/ CEO taken on therecords by the company in my opinion adequate systems and process and control mechanismexits in the company to monitor and ensure compliance with applicable general Laws likelabour law and Environmental Law.
I further report that The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.
I further report that Adequate notice is given to all directors to schedule theBoard Meetings agenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting.
I further report that Majority decision is carried through while the dissentingmembers' views are captured and recorded as part of the minutes.
I further report that compliance by the Company of other Financial Laws like Directand Indirect Laws has not been reviewed in this audit since the same have been subject toreview by statutory Financial Audit and other designated professionals.
I further report .hat there are adequate systems and processes in the company thatcommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the company has not made any majorchanges in the following events/actions in pursuance of the below law rules regulationsand guidelines.
i. Public/Right/Preferential issue of shares / debentures/sweat equity etc.
ii. Redemption / buy-back of securities
iii. Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013
iv. Merger / amalgamation / reconstruction etc.
v. Foreign technical collaborations
|Place: Delhi ||FOR R MIGLANI & CO. |
|Date :-30th MAY2015 ||(Company Secretaries) |
| ||Sd/- |
| ||Prop:- Rajni Miglani |
| ||CP No:- 11273 |
Annexure - B
PARTICULARS OF EMPLOYEES AND REMUNERATION
[Pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014]
Explanation: (i) the expression "median" means the numerical value separatingthe higher half of a population from the lower half and the median of a finite list ofnumbers may be found by arranging all the observations from lowest value to highest valueand picking the middle one;
(ii) if there is an even number of observations the median shall be the average of thetwo middle values)
1. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year:
|Name of the Director ||Ratio to Media: |
|Mr. Saket Dalmia - Managing Director ||5.51 |
|Mr. Amit Dalmia - Director ||3.68 |
|Mr. Pardip Asopa - Director ||N. A. |
|Mr. Anil Kumar - Director ||N. A. |
2. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary in the Financial Year:
|Name of the Director C. F. O and C S ||Percentage increase in Remuneration |
|Mr. Saket Dalmia - Managing Director ||NIL |
|Mr. Amit Dalmia - Director ||NIL |
|Mr. Pardip Asopa - Director ||NIL |
|Mr. Anil Kumar - Director ||NIL |
|Mr. Aman Agrawal - Chief Financial Officer ||NIL |
|Mr. Davender Kumar - Company Secretary ||50.00 |
3. The percentage increase in the median remuneration of employees in the FinancialYear:
4. The number of permanent employees on the rolls of Company:
5. The explanation on the relationship between average increase in remuneration andCompany performance:
The alignment between the performance of the Company and employee remuneration is builtinto the design of the compensation and reward policies. The Companys compensationphilosophy is based on the principle of Pay for Performance while maintaining internalequity and external parity.
6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:
|Aggregate Remuneration of Key Managerial Personnel (Rs. in Lacs) ||21.15 |
|Turnover (Rs. In Lacs) ||5503.46 |
|Remuneration of KMPs as percentage of Turnover ||0.38 |
|Earning Before Taxation (Rs. in Lacs) ||92.01 |
|Remuneration of KMPs as percentage of E. B. T. ||22.99 |
| || |
7. Variations in the Market Capitalization of the Company Price Earnings Ratio as atthe closing date of the current Financial Year and previous Financial Year:
|Particulars ||31st March 2015 ||31st March 2014 ||Percentage |
|Market Capitalization (Rs. in Lacs) ||882.76 ||462.42 ||90.90 |
|Price - Earnings Ratio ||14.46 ||12.05 ||20.00 |
| || || || |
8. Percentage Increase over Decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last Public Offerin case of listed companies:
9. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last Financial Year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
|Average percentile Increase in the salaries of Employees ||11.16 % |
|Average percentile Increase in Managerial Remuneration ||NIL |
The increment given to the employees of the Company are based on their skillsperformance and potential along with remuneration policy.
10. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:
|Name of the Director C. F. O and C S ||Remuneration (In Rs. Lacs) ||Turnover (In Rs. Lacs) ||Remuneration as %age of Turnover ||E.B.T. (In Rs. Lacs) ||Remuneration as %age of E. B. T. |
|Mr. Saket Dalmia - Managing Director ||9.00 ||5503.46 ||0.16 ||92.01 ||9.78 |
|Mr. Amit Dalmia - Director ||6.00 ||5503.46 ||0.11 ||92.01 ||6.52 |
|Mr. Pardip Asopa - Director ||N. A. ||5503.46 ||NIL ||92.01 ||NIL |
|Mr. Anil Kumar - Director ||N. A. ||5503.46 ||NIL ||92.01 ||NIL |
|Mr. Aman Agrawal - Chief Financial Officer ||7.35 ||5503.46 ||0.13 ||92.01 ||7.99 |
|Mr. Davender Kumar - Company Secretary ||4.80 ||5503.46 ||0.09 ||92.01 ||5.22 |
11. The key parameters for any variable components of remuneration availed by theDirectors:
12. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:
Mr. Saket Dalmia Managing Director of the Company is highest paid Director. No otheremployee has received remuneration in excess of the remuneration paid to Mr. Saket Dalmiaduring the year.
13. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees adopted by the Company.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place: New Delhi ||Amit Dalmia |
|Date: 13th August 2015 ||(Chairperson) |