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PDS Multinational Fashions Ltd.

BSE: 538730 Sector: Industrials
NSE: PDSMFL ISIN Code: INE111Q01013
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OPEN 250.00
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VOLUME 1124
52-Week high 259.00
52-Week low 131.00
P/E 1315.79
Mkt Cap.(Rs cr) 651
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 250.00
CLOSE 246.50
VOLUME 1124
52-Week high 259.00
52-Week low 131.00
P/E 1315.79
Mkt Cap.(Rs cr) 651
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PDS Multinational Fashions Ltd. (PDSMFL) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 5thAnnual Report and AuditedAccounts for the year ended 31st March 2016 together with the Auditors’Report thereon.

FINANCIAL SUMMARY

During the year under review your Company’s financial summary is as under:

(Rs. in Crore)

Particulars

Consolidated

Standalone

2015-16 2014-15 2015-16 2014-15
Income from operations 4276.77 3872.35 24.90 6.93
Other Income 31.25 13.64 0.11 0.10
Profit before Tax 43.73 33.95 (0.40) (2.01)
Provision for Tax 0.66 5.41 (0.54) 0.17
Provision for Bad debt 4.83 0.14 0.42 0
Profit After Tax 27.91 21.79 0.14 (1.84)
EPS (in Rs.) 10.71 10.21 0.05 (0.86)

FINANCIAL PERFORMANCE

Consolidated

On Consolidated basis the total revenue was maintained at Rs. 4308.02 Crore asagainst Rs. 3885.99 Crore in Financial Year 2014-15

The Profit after Tax in FY16 was higher at Rs 2791 crore as compared to Rs. 21.79 Crorelast year

Standalone

On Standalone basis the Operation Revenue stood Rs 25.01 Crore in Financial Year2015-16 as against 703 Crores in Financial Year 2014- 15.

The Profit after Tax in FY16 was higher at Rs 0.14 Crore as compared to loss of Rs.1.84 Crore last year

STATE OF THE AFFAIRS OF THE COMPANY

Details of State of the Company’s Affairs are given in the Management Discussionand Analysis.

DIVIDEND & RESERVES

Your Directors did not recommend any dividend for the financial year 2015- 16 and notproposed to carry any amounts to reserves.

CHANGE IN THE NATURE OF THE BUSINESS

During the year under review there was no change in the nature of the business of theCompany

CHANGE IN REGISTERED OFFICE ADDRESS

The Company has been changed its registered office address from NCT of Delhi to Stateof Karnataka vide Regional Director Northern Region Order dated 25th May 2015and Certificate granted by Registrar of Companies Bangalore

DEPOSITS

Your Company has not accepted any deposits from the Public or Shareholders during theyear nor has any unclaimed or unpaid deposits at the end of the financial year 2015-16.

NUMBER OF MEETINGS OF THE BOARD

The Board met five (5) times during the financial year the details of which are givenin the Corporate Governance report that forms part of this Annual Report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013and Listing Regulations

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibility Statement your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2016 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care 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;

d) the Directors have prepared the annual accounts on a ‘going concern’basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meets the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION (Sec 178(4))

The Company had already constituted Nomination and Remuneration Committee as requiredunder Sub-Section (1) of Section 178 of the Companies Act 2013 comprising threeIndependent Directors Mr. Ashok Kumar Sanghi Chairperson Mr. Ashok Kumar Chhabra and Dr.A P Bhupatkar Members of the Committee.

The Company has also formulated a Policy on directors’ appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under Section 178 (3) of theCompanies Act 2013 and the same is annexed as Annexure-I with this report.

BOARD EVALUATION

As per regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board shall monitor and review the Board evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the boardof its own performance and that of its committees and individual directors. Schedule IV ofthe Companies Act 2013 and Regulation 17 (10 ) of the the SEBI ( Listing Obligations andDisclosure Requirements) Regulations 2015 states that the performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated.

The evaluation of all the directors and the Board as a whole was conducted by the Boardbased on the criteria and framework generally followed in the industry.

None of the Independent Directors are due for re-appointment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your Company Mr. Deepak Seth Chairman would retire by rotation at theensuing Annual General Meeting and being eligible for re-appointment.

AUDITORS

Statutory Auditors

In terms of Section 139 of the Companies Act 2013 M/s S. R. Dinodia & Co. LLPChartered Accountants (Regn. No. 001478N/ N500005) New Delhi were appointed by theMembers in its 3rd Annual General Meeting held on 26th September2014 as Statutory Auditors of the Company for a period of five years. A Resolution forratification of their appointment as Statutory Auditors is proposed in the Notice callingthe Annual General Meeting.

The Auditors’ Report for financial year 2015-16 does not contain anyqualification reservation or adverse remark or disclaimer. The Auditors’ Report isenclosed with the financial statements in this Annual Report.

Secretarial Auditor

The Board has appointed Mr. Deepak Somaiya Practicing Company Secretary proprietor ofM/s. Deepak Somaiya & Co. Company Secretary to conduct Secretarial Audit of theCompany for the financial year 2015-16 as required under Section 204 of the CompaniesAct 2013 and Rules thereunder. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark or disclaimer.The Secretarial Audit Reportfor the financial year 2015-16 forms part of the Annual Report as Annexure-IIto the Board’s Report.

Internal Auditor

The Board has appointed Mr. Shovik Sen Head of Internal Audit of the Company asinternal Auditor under section 138 of the Companies Act 2013. However Mr. Shovik Senceased to be internal auditor of the company w.e.f. 17th March 2016 due to hisresignation.

Compliance Certificate on Corporate Governance

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors’ certificate on corporate governance is enclosed as Annexure-IIIto the board’s report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference tofinancial statements and such internal financial controls are adequate and are operatingeffectively.

RISK MANAGEMENT

Your Company has taken necessary steps for risk management including identifying riskwhich may threaten the existence/ operations of the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors confirmingcompliance of conditions of Corporate Governance as stipulated under Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forming part ofthe Annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (3) of the Listing Regulations is presented in a separatesection under the head "Management Discussion and Analysis" forming part of theAnnual Report.

AUDIT COMMITTEE

The Audit Committee comprises three Independent Directors namely Dr. A P BhupatkarChairperson Mr. Ashok Kumar Sanghi & Mr. Ashok Kumar Chhabra and one non-executiveDirector Mr. Deepak Seth as Members of the Committee. All the recommendations made bythe Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Company has set up a Vigil Mechanism which also incorporates a whistle blowerpolicy in terms of the Listing Regulations. Protected disclosures can be made by a whistleblower through an e-mail or dedicated telephone no. or a letter through to the VigilanceOfficer or to the Chairman of the Audit Committee. The policy on vigil mechanism andwhistle blower policy may be accessed on the Company’s website at thewww.pdsmultinational.com During the year under review no protected disclosure were madeby the whistle blowers.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 are not applicable to yourCompany.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 and applicable Accounting Standards (AS)the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review companies listed below have become or ceased to beCompany’s subsidiaries joint ventures or associate companies.

Companies which have become Subsidiaries during the financial year 2015-16:

1. MultiTech Venture Limited

2. Progress Manufacturing Group Limited

3. Progress Apparels (Bangladesh) Limited

4. Green Apparel Industries Limited

5. Grupo Sourcing Limited

6. Redwood Internet Ventures Limited

7. Digital Internet Technologies Limited

8. JJ Star Industrial Limited

9. Twins Asia Limited

10. Nor Lanka Progress Pvt. Limited

Companies which ceased to be subsidiaries during the financial year 2015-16

No subsidiaries has been ceased during the financial year 2015-16.

There is no change in status of Associate Company and Joint Venture.

A statement containing the salient features of the financial statement of oursubsidiaries associates and joint venture companies as per the Companies Act 2013 in theprescribed Form AOC-1 is appended as Annexure-IV to the Board’s Report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our websitewww.pdsmultinational.com.

The Policy of determining material subsidiaries as approved may be accessed on theCompany’s website at http://www.pdsmultinational. com/code-conduct/.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year under review your Company neither gave any Loans guarantees nor madeinvestments which are covered under Section 186 of the Companies Act 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT

There were no Material Changes and Commitments affecting Financial Position between theend of the financial year and Date of the Report.

EXTRACTS OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-V tothis Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as Annexure-VIto the Board report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure- VII.

A statement containing the names of employees under Rule 5 (2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendment theretois enclosed as Annexure- VIII.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) is annexed as Annexure-IXto this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company’s operations in future.

LISTING & LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof Capital markets to ensure better enforceability. The said regulations were effectivefrom December 1 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The Company entered into theListing Agreement with National Stock Exchange of India Limited and BSE Limited.

The equity shares of the Company is listed and traded on the National Stock Exchange ofIndia Limited and BSE Limited.

The listing fees to the Stock Exchanges for the year 2016-17 have been paid.

REGISTRAR AND SHARE TRANSFERAGENT

Link Intime India Pvt. Ltd is Company’s Registrars and Share Transfer Agent (RTA)as common agency both for physical and demat shares as required under Securities Contract(Regulation) Act 1956. The contact detail of RTA formspart of the Corporate GovernanceReport.

GREEN INITIATIVES

Your Company started a sustainability initiative with the aim of going green andminimizing our impact on the environment. We are publishing only the statutory disclosuresin the print version of Annual Report. Additional information is available on our websitewww.pdsmultinational.com.

Electronic copies of the Annual Report 2015-16 along with Notice of the 5thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/RTA/Depository Participant(s). For members who have not registered their emailaddresses physical copies of Annual Report 2015-16 and Notice of 5th AnnualGeneral Meeting are sent in the permitted mode. Members requiring physical copies can senda request to the Company.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers Business Associates CustomersMembers; Government Bodies & Regulators for the continuous support received from themand place on record the employeesappreciation for the sincere services rendered by them atall level.

For and on behalf of the Board
PDS MULTINATIONAL FASHIONS LIMITED
(DEEPAK SETH) (PAYEL SETH)
DIRECTOR MANAGING DIRECTOR
DIN:00003021 DIN:00003035
Place: Gurgaon
Date: 12th August 2016