TO THE MEMBERS
Your Directors are pleased to present The 46 Annual Report of Pearl Polymers Limited("The Company") for The fInancial year ended March 31 2017.
The Company's fInancial performance for The fInancial year ended March 31 2017 issummarized below compared to previous fInancial year: affectIng The fInancial position ofThe Company between The end of fInancial year and The date of this report.
The re is no order passed by any regulatory or court or tribunal agaInst The CompanyimpactIng The goIng concern concept or future of The Company.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of The Companies Act 2013 The amount of fixed depositremaInIng unpaid /unclaimed for a
|Particulars ||2016-17 ||2015-16 |
|Gross Sales and Other Income ||18841.61 ||18757.70 |
|Less: Excise Duty ||1291.07 ||953.63 |
|Total Income ||17550.54 ||17804.07 |
|Total Expenditure ||16407.79 ||16650.43 |
|EarnIngs before Interest tax depreciation amortization ||1142.75 ||1153.64 |
|and exceptional items (EBITDA) || || |
|Depreciation and amortization expense ||631.40 ||653.97 |
|FInance costs ||450.22 ||538.88 |
|Profit/(loss) before tax ||61.13 ||(39.21) |
|Tax Expenses ||24.79 ||(85.61) |
|Profit after Taxation ||36.34 ||46.40 |
The Reserves and Surplus of The Company as on March 31 2017 stood at Rs. 3638.48Lakhs. No amount is proposed to be transferred to Reserves for The year.
To strengThe n fInancial position and Increase value of shareholders' Investment Inyour Company The Board has not proposed any dividend for The year.
The Company's Capital Structure remaIns unchanged durIng The fInancial year 2016-17.
STATE OF THE COMPANY AFFAIRS/CHANGES IN THE NATURE OF BUSINESS IF ANY
DurIng The year The total turnover of your Company was Rs. 18841.61 Lakhs for The yearended March 31 2017 as agaInst Rs. 18757.70 Lakhs In The previous year. Your Companyregistered a gross operatIng profit (EBITDA) of Rs.1142.75 Lakhs as agaInst Rs. 1153.64Lakhs In The previous year ended March 31 2016 which was margInally lower than Theprevious year due to higher operational cost. The profit after tax for The year endedMarch 31 2017 is Rs. 36.34 Lakhs viz-a-viz Rs.46.40 Lakhs In The previous year. FurThe ryour Company has successfully established a unit at Guwahati. This will boost new busInessopportunities for your Company In Eastern part of India also.
DurIng The year The re is no change In The nature of busIness of The Company.
MATERIAL CHANGES EFFECTING FINANCIAL POSITION OF THE COMPANY
The re are no material changes and commitments occurred period of seven years from Theyear 2009-10 has been transferred to The Investor Education and Protection Fund (IEPF) ofThe Central Government of India.
The Company has not accepted/renewed fixed deposits from The public durIng The year.
HOLDING SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANIES
The Company has no HoldIng Subsidiary Associate or JoInt Venture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Director Liable to Retire by Rotation
Mr. Varun Seth (DIN:00017552) retires by rotation at The ensuIng Annual GeneralMeetIng and beIng eligible offers himself for re-appoIntment. The Board recommends hisre-appoIntment.
b) Number of meetIngs of The Board of Directors
The Board of Directors of The Company met Four (4) times durIng The fInancial year2016-17.
FurThe r a separate MeetIng of The Independent Directors of The Company was also heldon May 30 2016 as prescribed under Schedule IV to The Companies Act 2013 and SEBI(LODR) Regulations 2015.
The re was no change under The composition of The Board of Directors of The CompanydurIng The fInancial year 2016-17.
c) Changes In Key Managerial Personnel
DurIng The year Ms. Shilpa Verma has resigned from The post of Company Secretary. Ms.Priyanka (Membership No. 36870) was appoInted as Company Secretary and Compliance Officerof The Company w.e.f February 09 2017.
d) Declaration by Independent Directors
The Company has received declarations from The Independent Directors confirmIng thatThe y meet The criteria of Independence as prescribed under Section 149(6) of TheCompanies Act 2013.
e) Board Evaluation
A formal evaluation of The Board its committees and of Individual Director for ThefInancial year 2016-17 was evaluated on The basis of criteria as approved by The Board. Aquestionnaire is prepared and is beIng circulated amongst The Directors for The ircomments agaInst objectives set by The Board The ir contribution towards The developmentof strategies The ir attendance and participation In The Board & Committee MeetIngsetc.
f) NomInation and Remuneration Policy
Your Company has adopted a NomInation and Remuneration Policy as required by Section178 of The Companies Act 2013 which provides for The appoIntment/selection of DirectorsKey Managerial Personnel & other employees and The ir remuneration IncludIngcriteria for determInIng qualifications positive attributes Independence of a directoretc. Your Company affirmed that The remuneration paid is as per The as per TheRemuneration Policy for Directors Key Managerial Personnel & other Employees. Thedetails of such policy can be viewed on The Company's website www.pearlpet.net.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not granted any loans or extended guarantees or provided any securitydurIng The fInancial year 2016-17 pursuant to The provision of section 186 of TheCompanies Act 2013. Details of Investments made durIng The year are given In The notes tofInancial statements.
The Company has In place a mechanism to identify assess monitor and mitigate variousrisks to key busIness objectives. Major risks identified by The busInesses and functionsare systematically addressed through mitigatIng actions on contInuIng basis. The re are norisks which In The opInion of The Board threaten The existence of The Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT) 2013
The Company has put In place a policy on prevention of Sexual Harassment In lIne withThe requirement of Sexual
Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.All employees (Permanent Contractual Temporary TraInees) are covered under this policy.The Company has not received any complaInt of sexual harassment durIng The fInancial year2016-17.
PARTICULARS OF EMPLOYEES AND REMUNERATION
DurIng The fInancial year none of The employee drew remuneration beyond The limitsspecified under Section 197(12) of The Companies Act 2013 read with rule 5 of TheCompanies (AppoIntment and Remuneration of Managerial Personnel) Rules 2014.
The particulars required pursuant to Section 197 read with Companies (AppoIntment andRemuneration of Managerial Personnel) Rules 2014 shall be made available to anyshareholder on a specific request made by him/her In writIng before The date of ensuIngAnnual General MeetIng and such particulars shall be made available by The Company withInthree days from The date of receipt of such request from The shareholders.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and 134(3)(a) of The Companies Act 2013 The extract ofAnnual Return In Form No. MGT-9 is provided In Annexure-'I' to this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars In respect of Conservation of Energy Technology absorption and ForeignExchange earnIngs and outgo as required under section 134 (3)(m) of The Companies Act2013 read with The rules The re under are provided In Annexure-'II' to thisreport.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of The Company to The best of The ir knowledge and beliefconfirm that:
I. In The preparation of The annual accounts The applicable accountIng standards havebeen followed along with proper explanation relatIng to material departures if any;
II. The directors have selected such accountIng policies and applied The m 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 as at March 31 2017 and of The profitand loss of The Company for that period;
III. The directors have taken proper and sufficient care for The maIntenance ofadequate accountIng records In accordance with The provisions of The Act for safeguardIngThe assets of The Company and for preventIng and detectIng fraud and other irregularities;
IV. The directors have prepared The annual accounts on a goIng concern basis;
V. The directors have laid down Internal fInancial controls to be followed by TheCompany and such Internal fInancial controls are adequate and were operatIng effectively;and
VI. The directors have devised proper systems to ensure compliance with The provisionsof all applicable laws and such systems were adequate and operatIng effectively.
a) Statutory Auditors
Sehgal Mehta & Co. (Firm Registration No. 003330N) Chartered Accountants who wereappoInted as Statutory Auditors for a period of 3 years till The
conclusion of 46 Annual General MeetIng to be held In The year 2017 completed The irfirst tenure of five (5) years.
In view of The same The Board of Directors at its meetIng held on May 30 2017pursuant to The recommendation of Audit Committee and subject to The approval of TheMembers of The Company has re-appoInted Sehgal Mehta & Co. Chartered Accountants asStatutory Auditors of The Company for a furThe r period of five (5)
years i.e. from The conclusion of 46 Annual General
MeetIng till The conclusion of 51 Annual General MeetIng.
The Company has received written consent and certificate of eligibility In accordancewith Section 139 141 and other applicable provisions of The Companies Act 2013 and rulesmade The reunder (IncludIng any statutory modification(s) or re-enactment(s ) The reof forThe time beIng In force from Sehgal Mehta & Co. (Firm Registration No. 003330N)Chartered Accountants.
b) Secretarial Auditor
Your Company has appoInted Ms. Rashmi Sahni (Certificate of Practice No. 10493)PracticIng Company Secretary as The Secretarial Auditor to conduct an audit of TheSecretarial records for The fInancial year 2016-17.
Explanations or comments by The Board on every qualification reservation or adverseremark or disclaimer made:
I. Statutory Auditor's Report
The re are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditors In The ir report.
II. Secretarial Auditor's Report
The Secretarial Audit Report does not contaIn any qualifications reservations oradverse remarks or declaimer. A Report of Secretarial Audit is provided InAnnexure-'III' to this report.
c) Internal Auditor
Nikhil Goel & Associates (Firm Registration No.
020934C) Chartered Accountants has been appoInted as an Internal Auditor of TheCompany to conduct an Internal audit of The functions and activities of The Company forfInancial year 2016-17 In terms of Section 138 of The Companies Act 2013.
d) Cost Auditor
The provisions of Cost Audit as prescribed under section 148 of The Companies Act 2013are not applicable to The Company.
CORPORATE GOVERNANCE REPORT
A Separate report on Corporate Governance alongwith certificate from Statutory AuditorconfirmIng compliance with The requirement of Corporate Governance as stipulated underSEBI (LODR) Regulations 2015 forms an Integral part of The Annual Report.
Your Company has successfully aligned human capital with busIness and organizationalobjectives. The emphasis has been on team work skill development and development ofleadership and functional capabilities of The employees. The re are 524 employees recordedon The roll of Company.
The Board of Directors places on record The active dedicated and valuable contributionmade by employees of The Company at all levels In achievIng The results In The operationsof The Company. The Industrial relations remaIned cordial at all units of The Company.
Statements In this report particularly those which relate to Management Discussion& Analysis describIng The Company's objectives projections estimates andexpectations may constitute 'forward lookIng statements' withIn The meanIng of applicablelaws and regulations. Actual results may differ materially from those eiThe r expressed orimplied.
The Board of Directors thanks The Investors for reposIng confidence In The Company. TheDirectors are also grateful to The FInancial Institution & Banks Stock ExchangesCustomers Suppliers and BusIness associated with The Company. The Directors also thankThe employees for The ir commitment and contribution towards The mission and vision of TheCompany.
For and on behalf of The Board of Directors
|Chand Seth |
|Chairman & ManagIng Director |
|DIN: 00002944 |
Place: New Delhi
Date: August 09 2017