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PB Global Ltd.

BSE: 506580 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE615W01011
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PB Global Ltd. (PBGLOBAL) - Director Report

Company director report

DIRECTORS' REPORT

Dear Members

Your Directors have pleasure in presenting their 56th Annual Report on thebusiness and operations of your Company together with the Audited Accounts for theFinancial Year ended 31st March 2016.

1. FINANCIAL RESULTS
2015 - 2016 2014 - 2015
(Rs. in Lacs) (Rs. in Lacs)
Total Revenue 49931.18 27381.71
EBIDTA 990.73 546.98
Less: Finance Cost 621.22 232.51
Less: Depreciation 21.96 19.19
Less: Provisions - -
Profit Before Tax / (Loss) 347.55 295.28
Provision for Tax (Net of differed tax) 118.96 95.63
Profit After Tax (PAT) 228.58 199.65
Add: Balance brought forward 315.03 115.38
Less: Appropriations - -
Balance carried forward 543.61 315.03
Basic Earning Per Share (in Rs.) 21.77 19.01

2. DIVIDEND

The Company is focusing on growth and expansion. Hence your Directors do not recommenddividend for the year under review.

3. OPERATIONAL & FINANCIAL PERFORMANCE OVERVIEW

During the financial year under review the Company achieved revenue of Rs. 499.31Crores as against Rs. 273.81 Crores in the previous year thereby registering a growth of82%. EBIDTA for the year under review was Rs. 9.91 Crores representing a growth of 81%.The PAT for the year ended 31st March 2016 increased from Rs. 1.99 Crores to Rs. 2.28Crores showing a growth of 15%. The increased bottom line translated into improvedearnings per share from Rs. 19.05 in 2014-15 to Rs. 21.77 in 2015-16.

4. DIVISION WISE PERFORMANCE a) Chemicals Distribution & Trading

The turnover of the division was Rs. 206.26 Crores as compared to Rs. 102.21 Crores inthe previous year an increase of 102%. The increase in turnover in the division was dueto increased domestic sales on account of sales network expansion across India. TheCompany increased its product offering to include food grade chemicals and minerals.

PB Global Limited

• Annual Report 2015-16

b) Consumer Electronics & Telecom Distribution

The turnover of the division was Rs. 293.05 Crores as compared to Rs. 171.60 Crores inthe previous year an increase of 71%. The increase in turnover in the division wasattributed to increased domestic sales on account of sales network expansion and newdistribution partnerships. The Company entered into distribution and/or sales partnershipswith

Reliance Jio LYF Mobiles ASUS Acer and simultaneously expanded its presence acrossE-commerce portals Amazon

Flipkart and Snapdeal.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT a) Chemicals Distribution & Trading

The Company has grown to become one of the largest importers and distributors ofindustrial chemicals across India. It has achieved a dominant position in the import ofSoda Ash and Sodium Bicarbonate. To mitigate the impact of country-specific anti-dumpingduties on imported chemicals the Company maintains long-term supply relationships withchemicals producers across the globe. International expansion through marketing/sourcingofficesin Hong Kong and Dubai will bring economies of scale leading to healthier margins.

b) Consumer Electronics & Telecom Distribution

The division has grown exponentially to make your Company a major player in theE-commercefulfillmentspace with a significant market share across portals. The division isexpected to maintain its growth rate fueled by mobile internet and exceptional growth ofE-commerce sales channels.

6. OUTLOOK

TheCompanyhasdiversified distinct business divisions viz. Chemicals Distribution &Trad -ing and Consumer Electronics & Telecom Distribution. It is thus reasonablyprotected from the vagaries of individual business cycles of these business segments.International expansion through marketing/sourcing offices in Hong Kong and Dubai willbring economies of scale and entry into specialized products in respective divisions willlead to improved bottomline in the long-term.

7. FORWARD LOOKING STATEMENTS

Statements in this report describing the company's objectives projections estimatesexpectations and predictions may be "forward looking statements". Actual resultscould differ materially from those expressed or implied due to variations in costs ofgoods and realization of sales changes in government regulation tax regimes economicdevelopments and other incidental factors.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Damodar Vyas (DIN: 00647187) Non-Executive Independent Director was associatedwith the Company from the year 2006. He has resigned from the Board of Directors of theCompany w.e.f. 16th August 2016 due to his preoccupation. The Board placed itsappreciation for valuable contributions made by him during his long association as a BoardMember with the Company.

Pursuant to the provisions of Section 152 of Companies Act 2013 Mr. Parimal MehtaExecutive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for the re-appointment. The Boardrecommends his re-appointment.

Pursuant to the provisions of Section 152 of Companies Act 2013 Mr. Pratik DidwaniaNon-Executive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for the reappointment. The Boardrecommends his re-appointment.

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149 (6) of theCompanies Act 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India(Listing Obligations & Disclosure Requirements) Regulations 2015.(‘SEBI (LODR)Regulations

2015'). As required under the provisions of SEBI (LODR) Regulations 2015 and theCompanies Act 2013 brief profile other details of Directors being appointed/re-appointed are provided in the Notice of Annual General Meeting.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief and according to the information and explanations obtainedby them state that:

1. in the preparation of the annual financial statements for the year ended 31st March2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; 2. such accounting policies asmentioned in the notes to the Financial Statements for the year ended 31st March 2016have been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2016 and of the profit of the Company for the year endedon that date; 3. 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;

4. the annual financial statements for the year ended 31st March 2016 have beenprepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down andthat the said financial controls were adequate and were operating effectively; 6. propersystems to ensure compliance with the provisions of all applicable laws have been devisedand such systems were adequate and operating effectively.

9. PERFORMANCE EVALUATION

In compliance with the Companies Act 2013 and clause 49 of the Listing Agreement thePerformance evaluation of the Board was carried out during the year under review and astructured questionnaire was prepared covering various aspects of the Board's functioning.Independent Directors have evaluated the performance of the non-Independent Directors andthe Board as a whole and also evaluated the performance of the chairman taking intoconsideration the views of Managing Director. The performance evalution of the IndependantDiectors was carried out by the entire Board excluding the Director being evaluated.

NUMBER OF BOARD MEETINGS

During the year under review 7 Board Meetings were held viz on 12.05.2015; 27.07.2015;29.08.2015; 10.11.2015; 30.11.2015; 18.01.2016; 17.02.16.

10. COMMITTEES OF THE BOARD

The Board has constituted the following mandatory committees viz. Audit CommitteeStakeholders Relationship Com mittee Nomination and Remuneration Committee. The terms ofreference of these committees are as required under the provisions of the respective Acts/ Listing Agreement with Stock Exchanges / as determined by the Board. Meeting of each ofthese committees are convened by the respective Chairman of the Committees and minutes ofthe meetings of these committees are placed at the Board Meetings.

11. STATUTORY AUDITORS

M/s. P.V. Page & Co. Chartered Accountants Statutory Auditors of the Company willhold office until the conclusion of the ensuing Annual General Meeting and are eligiblefor re-appointment as per Section 139 of the Companies Act 2013.

12. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. SARK & Associates (Partner Mr. Sumit Khanna) Practicing Company Secretarywas appointed to conduct Secretarial

Audit of the Company for financial year 2015-16 as required under section 204 of theCompanies Act 2013 and the Rules thereunder. The Secretarial Audit report for financialyear 2015-16 forms part of the annual report as "Annexure

13. SHARE CAPITAL

During the year under reviw your Company has not issued any equity shares withdifferential rights and/or any sweat equity shares. During the year under review yourCompany has not purchased any of its own shares through employees and/or trusts.

14. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2016 made under theprovisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as"Annexure B".

15. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act. 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control procedure commensurate with the nature of itsbusiness and size of its operations. Internal Audit is conducted on a regular basis by areputed firm of Chartered

Accountants.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has implemented an internal control system for all the major processes toensure reliability of financial reporting timely feedback on achievement of goalscompliance with policies procedures laws and regulations safeguarding of assets andeconomical and efficient use of resources.

18. DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

During the year under review your Company formed a wholly owned subsidiary (WOS) viz.M/s Techstar India Limited registered in Mumbai India. The WOS had not commencedoperations at 31st March 2016. Your Company does not have any Joint Venture and/orAssociate Company for the period under review.

PB Global Limited

• Annual Report 2015-16

19. RELATED PARTY TRANSACTIONS

DuringtheyearunderreviewyourCompanydoesnothaveanytransaction/arrangementreferredtoinsub-section(1)ofSec-tion188 ofThe CompaniesAct 2013 including any arms length transactions. FormAOC-2 is annexedherewith asAnnexure C.

20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year under review your Company does not have any transactions relating toloans guarantees and investments.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and employees to reportgenuine concerns about unethical behavior or suspected fraud or violation of the Company'sCode of Conduct by Directors / employees.

22. REPORT ON THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRES-SEL) ACT 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressel) Act 2013 we report that during 2015-16 no case has beenreported under the said act.

23. CORPORATE GOVERNANCE CERTIFICATE

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Regulation 17 to 27 of Listing Regulation in respect of CorporateGovernance is not mandatory for the time being mainly due to paid up share capital of thecompany is not exceeding Rs. 10 Crores and Networth not exceeding Rs. 25 Crores as on thelast day of previous financial year. In view of the above separate corporate governancereport is not provided.

24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

25. INDUSTRIAL RELATIONS

The relations between the employees and the management were cordial and an atmosphereof understanding prevailed throughout the year.

26. CORPORTE SOCIL RESPONSIBILITY

The provision of section 135 of the Companies Act 2013 company is in process ofidentifying an appropriate activities / projects for which company can contribute its CSRamount

27. ACKNOWLEDGEMENTS

The Board places on record their grateful appreciation for the assistance andco-operation received from the customers vendors bankers shareholders and employees.

For and on behalf of the Board of Directors
Place: Mumbai Omprakash Berlia
Date: 1st September 2016 Managing Director (DIN: 00646890)