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Pacific Industries Ltd.

BSE: 523483 Sector: Others
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OPEN 150.00
CLOSE 146.00
52-Week high 170.00
52-Week low 113.10
Mkt Cap.(Rs cr) 20
Buy Price 145.00
Buy Qty 54.00
Sell Price 150.00
Sell Qty 10.00

Pacific Industries Ltd. (PACIFICIND) - Director Report

Company director report


The Members of Pacific Industries Limited

The Board of Directors have pleasure in presenting their 27th Annual Report on thebusiness and operations of Pacific Industries Limited along with the Audited FinancialStatements for the Financial Year Ended March 312016.

1.Financial Highlights

The financial Results of the company for the year ended 31st March2016 are as follows:

(Rs.In Lacs)
Particulars 2015-2016 2014-2015
Revenue from Operations and Other Income 6719.49 6929.93
Less: Operating Cost 5717.24 5615.97
Operating Profit/PBDIT 1002.25 1313.96
Less: Interest & Finance Charges 289.80 225.70
Less: Depreciation & Amortization Expenses 601.41 692.76
Profit Before Tax and Exceptional Items 111.04 395.50
Add: Exceptional items - -
Profit Before Tax 111.04 395.50
Less: Provision for Tax 21.10 80.96
Profit After Tax 89.94 314.54
Transfer to General Reserve - -
Surplus carried to Balance Sheet 89.94 314.54

The Revenue from operations for FY 2015-16 at Rs.6719.49 Lacs was declined by 3.03%over last year (Rs.6929.93 Lacs in FY 2014-15).The Profit after tax in FY 2015-16 wasRs.89.94 Lacs in comparison to previous FY 2014-15 Rs.314.54 Lacs.

2.Dividend and transfer to Reserve

Your Directors have not recommended any dividend for the year 2015-2016.The Board ofDirectors didn't propose to transfer any sum to the General Reserve.

3.Directors and Key Managerial Personnel

During the Financial yearpursuant to the provisions of section 149 of the CompaniesAct2013Mr.Jayanti Lal OzaMr.Sagarmal AgarwalMr.Mangi Lal Dangi were appointed asIndependent Directors at the Annual General Meeting of the Company held on Sep 302015 fora period of Three Years with effect from 1st October2015 to 30th September2018.The terms& conditions for the appointment of Independent Directors are given on the website ofthe Company and separately disclosed in the Corporate Governance Report.

All the Independent Directors have submitted declaration that they meet the criteria ofindependence as provided in section 149 (6) of the Companies Act2013 ane Regulation16(1)(b) of SEBI (Listing and Disclosure Requirements)2015 and there has been no changein the circumstances which may affect their status as independent director during theyear.

In accordance with the provisions of the Companies Act2013 and in terms of theArticles of Association of the CompanyMr.Sumeet Agarwal is liable to retire by rotationat ensuing Annual General Meeting and being eligible offer himself for reappointment.

Ms.Khushbu Sethi was appointed as Company Secretary in place of Mr.Ineet SinghArorawho has resigned during the period under review.

4.Credit Rating

The Credit Rating has been affirmed for long-term rating of ICRA - BB+ and forshort-term rating of ICRA - A4+ on the bank facilities of the Company.

5.Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act2013 readwith rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel)Rules2014as amended from time to timehas been given in the Annexure 1.

6.Number of the meetings of the Board of Directors

The Board met Five times during the FY 2015-16on May 292015; June 152015; August142015; November 072015 and February 122016.

The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act2013.

7.Board Evaluation

The board of directors has carried out an annual evaluation of its own performancethatof its committees and individual directors pursuant to the provisions of the CompaniesAct2013 and Listing Agreement & SEBI (Listing Obligations and DisclosureRequirements) Regulations2015.

In a separate meeting of independent directorsperformance of non-independentdirectorsand the Board as a whole was reviewed.Furtherperformance of the chairman wasalso evaluatedtaking into account the views of executive directors and non-executivedirectors.

The evaluation of all the directors and board as a whole was conducted based on thecriteria and framework adopted by the Board.The evaluation process has been explained inthe Corporate Governance Report.

8.Policy on director's appointment and remuneration and other details

The Nomination and Remuneration Policy of the company as per Section 178(3) of theCompanies Act2013 has been disclosed in the Corporate Governance Reportwhich forms partof this report.

9.Committees of The Board

There are currently four Committee of the Board which are as follows:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Corporate Social Responsibility (CSR) Committee

d) Stakeholders" Relationship Committee

Details of all the Committees along with their compositioncharters and meetings heldduring the yearare provided in the "Report on Corporate Governance"which formspart of this Annual Report.

10.Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliances with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 andstate that :

a.In the preparation of the annual accounts for the financial year ended 31stMarch2016the applicable accounting standards have been followed along with properexplanation relating to material departures;

b.such accounting policies as mentioned in note 1 to the financial statements have beenselected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of Financial year on 31st March2016 and of profit and loss of theCompany for that period;

c.proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d.The annual accounts have been prepared on a going concern basis;

e.Proper internal financial controls have been laid down which are adequate and wereoperating effectively.

f.Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

11.Related Party Transactions

All related party transactions entered into during the financial year were on an arm'slength basis and were in the ordinary course of business.There are no material significantrelated party transactions made by the Company with PromotersDirectorsKey ManagerialPersonnel or other designated persons and their relatives which may have a potentialconflict with the interest of the Company at large.Particulars of contracts orarrangements with related parties referred to Section 188(1) of the Companies Act2013 inthe form AOC 2 is annexed herewith as Annexure 2.The Board has also framed a policy onrelated party transactions and the same is available on Company's

12.Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagementif any.The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behaviouractual or suspectedfraud or violation of the Company's Code of Conduct or policy.The policy is also availableon the Company's website

13.Internal Control Systems and their Adequacy

The Company has well defined mechanisms in place to establish and maintain adequateinternal controls over all operational and financial functions considering the naturesizeand complexity of its business.

The Company maintains adequate internal control systems that provide among otherthingsreasonable assurance of recording the transactions of its operations in allmaterial respects and of providing protection against significant misuse or loss ofCompany assets.Mr.Ravi SharmaChartered Accountant was appointed as an Internal Auditor ofthe Company.The Internal Auditors independently evaluate adequacy of internal controls andaudit the majority of the transactions undertaken by the Company.Post audit reviews arecarried out to ensure that audit recommendations have been implemented.

The Audit Committee of the Board of Directors which comprises of majority ofIndependent Directorsinter aliareviews the adequacy and effectiveness of internalControl and monitors implementation of Internal Audit observations.

14.Auditors and Auditors' Report

A.Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act and the rules framedthereunderM/s A.Bafna & Co.Chartered AccountantsJaipurwere appointed as StatutoryAuditors of the Company from the conclusion of 26th Annual General Meeting of the companyheld on Sep 302015 till the conclusion of 28th AGM to be held in the calendar year2017subject to ratification of their appointment at every AGM.

There is qualification or adverse remark contained in the Statutory Auditors' Reportattached to Balance Sheet as at 31st March2016.Information referred in Auditors' Reportare self- explanatory and do not call for any further comments.

B.Secretarial Auditor

The board has appointed M/s Saroj Hirawat & AssociatesPractising CompanySecretariesas secretarial auditor of the Company for the FY 2015-16 as per the provisionsof Section 204 of Companies Act 2013 and rules made thereunder.

The Secretarial Audit Report for the financial year 2015-16 is attached herewith asAnnexure 3.There is no reservationqualification or adverse remark contained in theSecretarial Auditor Report.

15.Particulars of loansguarantees and investments

The particulars of loansguarantees and investments have been disclosed in thefinancial statements as Note 10 and 12.


The Company has not accepted any deposits during the year 2015-16 andas suchno amountof principle or interest was outstanding as of the Balance Sheet date.

17.Extract of Annual Return

As provided under section 92(3) of the Companies Act2013 the extract of annual returnis given in Annexure-4 in the prescribed form MGT-9which forms part of this report.

18.Corporate Social Responsibility (CSR)

As required under Section 135 of the Companies Act2013the Board of Directors hasconstituted a Corporate Social Responsibility (CSR) Committee to formulate and recommendto the Boarda Corporate Social Responsibility (CSR) Policy which shall indicate theactivities to be undertaken by the Company as specified in Schedule VII of the CompaniesAct2013to recommend the amount of expenditure to be incurred on the activities and tomonitor the Corporate Social Responsibility Policy of the Company from time to time.Thecomposition of CSR Committee has been given in Annual Report on CSR activities.

The Annual Report on CSR activities is annexed herewith as Annexure- 5.

19.Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsider Trading) Regulations2015the Board has adopted a code of conduct and code ofpractices and procedures for fair disclosure of unpublished price sensitive information topreserve the confidentiality of price sensitive informationprevent misuse thereof andregulate the trading by Insiders.The code of practice and procedures for fair disclosureof unpublished price sensitive information is also available on the Company's

20.Risk Management

The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks.This framework seeks to create transparencyminimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage.The risk managementpolicy defines the risk management approach across the enterprise at various levelsincluding documentation and reporting.

21.Management Discussion and Analysis Report

The Management Discussion and Analysis Report of the financial condition and results ofoperations of the Company for the year under review as required regulation 34(2)(e) ofSEBI (Listing and Disclosure Requirements) Regulations2015 is being given separately andforms part of this Annual Report.

22.Corporate Governance

The Company has complied with the corporate governance requirements as stipulated underthe Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the stock exchanges.A separate section on corporategovernancealong with certificate from the auditors confirming the compliance is annexedand forms part of the annual report.The Chairman & Managing Director has confirmed anddeclared that all the members of the Board and the Senior Management have affirmedcompliance with the code of conduct.

23.Conservation of energytechnology absorption and foreign exchange earnings and outgo

The Information relating to conservation of energytechnology absorption and foreignexchange earnings and outgo as per section 134(3)(m) of the Companies Act2013 read withrule 8(3) of the Companies (Accounts) Rules2014 is appended as Annexure 6 and forms partof the Report.

24.Green Initiatives

As in the previous yearsthis year tooElectronic copies of the annual Report 2015-16and the notice of the 27th Annual General Meeting are sent to all members whose emailaddresses are registered with the Company/ Depository Participant(s).For the members whohave not registered their email addressesphysical copies are sent in the permitted mode.


Your Directors wish to place on record their sincere appreciation for the continuedsupport and co-operation of Financial InstitutionsBanksGovernment Authorities and otherstakeholders.Your Directors also acknowledge sincere appreciation on the commitment andhard work put in by the management and all the employees of the company.

Annexure - 1

Particulars of Employees

I.Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014

A.Remuneration paid to Whole Time Director

Name of Director Remuneration in FY 2015-16 Remuneration in FY 2014-15 % Inc./ (Dec) in Remuneration Ratio of Remuneration to MRE
Mr.J.P Agarwal Rs.24.00 Lacs Rs.24.00 Lacs 0.00 15.18
Mr.Kapil Agarwal Rs.24.00 Lacs Rs.24.00 Lacs 0.00 15.18

B.Remuneration paid to KMPs

Name of Dire ctor Remuneration in FY 2015-16 Remuneration in FY 2014-15 % Inc./ (Dec) in Remuneration Ratio of Remuneration to MRE
Ms.Khushbu Sethi - Company Secretary 2.64 Lacs* NA NA 1.67

*based on annualized salaryMRE - Median Remuneration of Employees

C.The median remuneration of employees was Rs.158052/- in financial year 2015-16 andRs.136740/- in financial year 2014-15.There was increase in MRF in financial year2015-16 of 15.58% as compared to financial year 2014-15.

D.Number of permanent employees on the rolls of Company was 258 employees as on31.03.2015.

E.The total revenue of the Company during the financial year 2015-16 was Rs.6719.49lacs as compared to financial year 2014-15 was Rs.6929.93 lacs and the net profit declinedby 71.40%.

F.The aggregate remuneration of the employees was increased by 10.44% over the previousfinancial year.

G.There was no increase in the salary of WHOLE TIME DIRECTOR.The increase inremuneration of other than KMP's was 14.58%.The increase in total remuneration of KMPsincluding whole time director was 1.25% over the previous financial year.

H.Increase in the total remuneration of the employees (10.44%) and all KMPs (1.25%) asagainst the revenue of the Company Decline by (3.04%).

I.Our market capitalization decrease by 16.30% to Rs.16.22 crores as on 31st March2016from Rs.19.38 Crores as on 31st March2015.The price earning ratio was 18.04 as on 31stMarch 2016 and on 31st March 2015 it was 6.16.The closing price of the Company's EquityShare was at

BSE as on 31st March 2016 was Rs.120/-.The Company has not made any Public issue orRight issue of Securities in the last yearso comparison have not been made of currentshare price with public offer price.

J.Average Salary increase of non- managerial employees was 1.25% and that of managerialemployees 14.58% in financial year 2015-16.There are no exceptional circumstances inincrease in managerial remuneration.

K.No Director received any variable component of remuneration during the financial year201516.

L.The Whole Time Director is the highest paid Director.The ratio of the remuneration ofthe highest paid director to that of the employees who are not directors but receiveremuneration in excess of the highest paid director during the year was NIL.

M.Remuneration paid during the year ended 31stMarch2016 is as per the RemunerationPolicy of the Company.

II.Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014: There is no Employee in the company getting Salary morethan the specified limit in this Rule.

Annexure - 2


(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act2013 including certain arm's length transaction under third proviso thereto.

1.Details of contracts or arrangements or transactions not at Arm's length basis.

Particulars Details
a) Name (s) of the related party & nature of relationship

-Not Applicable -

b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the valueif any
e) Justificatio n for entering into such contracts or arrangements or transactions’
f) Date of approval by the Board
g) Amount paid as advancesif any
h) Date on which the special res olution was passed in General meeting as required under first proviso to section 188

2.Details of contracts or arrangements or transactions at Arm's length basis.

Name (s) of related party & nature of relationship Nature of contracts/ Arrangements /transaction Duration of contracts/ arrangements /transaction Salient terms of the contracts/arrangement s or transaction including the valueif any Date of approval by the Board Amount paid as advancesif any
Rahul Marbles Pvt.Ltd. Sales Ongoing Sales for the business of the Company Rs.2874516 N.A. N.A.
Rahul Marbles Pvt.Ltd. Purchase Ongoing Purchase for the bus iness of the Company Rs.472112
Krishna Marbles Purchase Ongoing Purchase for the business of the Company Rs.4554447 N.A. N.A.

For and on behalf the Board of Directors



Chairman & Managing Director

DIN: 00386183

Annexure - 3



[Pursuant to section 204(1) of the Companies Act2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014]


The Members


We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Pacific Industries Limited(hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company's bookspapersminute booksforms and returnsfiled and other records maintained by the company and also the information provided by theCompanyits officersagents and authorized representatives during the conduct ofsecretarial auditwe hereby report that in our opinionthe company hasduring the auditperiod covering the financial year ended on 31st March2016complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

We have examined the bookspapersminute booksforms and returns filed and otherrecords maintained by M/s.Pacific Industries Limited ("the Company") for thefinancial year ended on 31st March2016 according to the provisions of:

(i) The Companies Act2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment and ExternalCommercial Borrowings; there was no transaction of FDIODI and ECBs during the periodunder review

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 (SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992 and the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009.There was no issue of securities during the period underreview.

(d) The Securities and Exchange Board of India (Share based Employee Benefits)Regulations2014.Not applicable to the company during the period under review.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008.Not applicable to the company during the period under review.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations2009.Not applicable to the company during the period under review.

(h) The Securities and Exchange Board of India (Buy Back of securities)Regulations1998.Not applicable to the company during the period under review.

(vi) As informed and certified by the managementthe Mining Act1952 is applicable tothe company based on their sector/industry.The company has complied with the provisions ofthe said Act during the period under review.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(BSE) and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.

During the period under reviewthe Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.mentioned above.

We further report that:-

The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors.The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetingsagenda anddetailed notes on agendaand a system exists for seeking and obtaining further informationand clarifications on the agenda items before the meeting and for meaningful participationat the meeting.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable lawsrulesregulations and guidelines.

This Report is to be read with our letter of even date which is annexed as"Annexure A" and forms as an integral part of this report.

For S Hirawat & Associates

Company Secretaries




M.No.: FCS -4248

COP No.: 2438

PLACE: Jaipur

DATE: 19th May2016

'Annexure A'


The Members

Pacific Industries Limited

Our report of even date is to be read along with this letter.

1.Maintenance of secretarial record is the responsibility of the management of thecompany.Our responsibility is to express an opinion on these secretarial records based onour audit.

2.We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.Theverification was done on the test basis to ensure that correct facts are reflected insecretarial records.We believe that the processes and practices we followed providereasonable basis of our opinion.

3.We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.We have relied upon the Report of Statutory Auditorsregarding compliance of Companies Act2013 and Rules made thereunder relating tomaintenance of Books of Accountspapers and financial statements of the relevant FinancialYearwhich give a true and fair view of the state of the affairs of the company.

4.We have relied upon the Report of Statutory Auditors regarding compliance of FiscalLawslike the Income Tax Act1961 & Finance Actsthe Customs Act1962the CentralExcise Act1944 and Service Tax.

5.Wherever requiredwe have obtained the Management representation about thecompliances of lawsrules and regulations and happening of events etc.

6.The compliances of the provisions of corporate and other applicablelawsrulesregulationsstandards is the responsibility of management.Our examination islimited to the verification of procedures on test basis.

7.The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For S Hirawat & Associates

Company Secretaries




M.No.: FCS -4248

COP No.: 2438

PLACE: Jaipur

DATE: 19th May2016

Annexure - 6

Conservation of energytechnology absorption and foreign exchange earnings and outgo


Your Company has taken various steps wherever possible to conserve energy.Variousstudiesdiscussions and analysis being undertaken regularly for further improvements.Theseinclude improvement in manufacturing processesbetter control over electricity consumptionand using more cost effective information as per prescribed in Form "A" is givenhere under:

A Power and Fuel Consumption Current Year Previous Year
(a) Purchased Units (Kwh) 6838890 6951585
Total Amount (Rs.) 47752838 44951762
Rate per unit (Rs.) 6.98 6.47
(b) Own Generation
Through Diesel Generators
Units (Kwh) 322220 337705
Units per litre of Diesel Generators 2.9 2.91
Cost per unit (Rs.) 17.07 19.99
2.Coal N/A N/A
3.Furnace Oil N/A N/A
4 .Other Internal Generation N/A N/A
B Consumption per unit of Production
Unit Slabs/Tiles Slabs/Tiles
Production 247847.42 247034
Electricity/Sq.Mtr (Kwh) 28.89 29.51


Your Company is fully equipped to cater the needs of overseas buyers.Company's technicteam has already absorbed the state-of-art technology in manufacture of polished granitslabs/Tiles and has already done a lot of successful work in adopting and improving thtechnology brought in by Company's collaborators and visiting technical experts.The maithrust areas have been to improve productivity and technical efficiencies througcontinuously monitored programmes of cost effectiveness and value engineering techniquesThis has helped the Company to better the quality of its products and achieve economy iproduction costs.


Particulars Current Year 2015-2016 Previous Year 2014-2015
F.O.B.Value of Export of Finished Goods 5221.44 5247.89
C.I.F.Value of Im ports
(a) Raw Materials (Consumables) 1022.64 1380.00
(b) Capital Goods 390.97 458.18
Expenses in Foreign Currency 29.70 9.22


For and on behalf the Board of Directors
Date: 19.05.2016 J.P.Agarwal
Place: Udaipur Chairman & Managing Director
DIN: 00386183