TO THE MEMBERS OF PEE CEE COSMA SOPE LTD.
The Directors hereby present their 30th Annual Report on the business and operations ofthe Company and the financial accounts for the year ended 31st March 2017..
| || ||(Amount in Rs) |
|Particulars ||Current Year 2017 ||Previous Year 2016 |
|Revenue from operations ||709939616 ||745486670 |
|Other Income ||583686 ||701829 |
|Profit/(Loss) before Tax ||23398281 ||31670705 |
|Provision for Tax || || |
| Current Tax ||8479100 ||11350000 |
| Tax adjustment related to earlier years ||- ||241830 |
| Deferred Tax ||(690562) ||(414198) |
|Profit/(Loss) after Tax ||15609743 ||20493073 |
|Balance of profit/ (loss) brought forward from previous year ||34337143 ||20577005 |
|Dividend on Equity Shares (including tax on distributed profits) ||6615625 ||4763250 |
|Dividend on Preference Shares ||- ||- |
|Tax on Dividend ||1346782 ||969683 |
|Transfer to General Reserve ||1000000 ||1000000 |
|Balance of profit/ (loss) carried forward to Balance Sheet ||40984481 ||34337145 |
During the year under review total income of the Company was Rs. 710523302 asagainst Rs. 746188499 in the previous year. The Company was able to earn a marginalprofit for the year of Rs. 23398281 against a profit of Rs. 31670705. Your Directorsare putting in their best efforts to improve the performance of the Company.
Statement of Company's Affair
Our financial performance continues to be encouraging and we believe that we willcontinue registering sustained growth going forward. The company developed some newproducts in Laundry soap detergent and bathing soap and we see huge potential to tap themarket there by generating handsome margins and turnover for the coming year.
Change in nature of Business of the Company
There has been no change in the nature of business of the Company.
Material Changes etc.
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company-31st March 2017 and the date of this Report.
The Board of Directors had declared a dividend of Rs.2.50/- per share (25%) on theEquity Shares of the Company for the financial year ended March 31 2017 amounting toRs.6615625. The aforesaid amount of dividend is exclusive of Dividend Tax amounting toRs. 1346782. The dividend on equity shares will be paid to members whose names appear inthe Register of Members as on23rdSeptember 2017; in respect of shares held indematerialised form it will be paid to members whose names are furnished by NationalSecurities Depository Limited and Central Depository Services (India) Limited asbeneficial owners as on that date.
The paid up Equity Share Capital as on 31st March 2017 was 2.64 Crore. During the yearunder review the Company has not issued any shares. The Company has not issued shareswith differential voting rights. It has neither issued employee stock options nor sweatequity shares and does not have any scheme to fund its employees to purchase the shares ofthe Company.
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
The Company neither granted any loans guarantees nor made any investments underSection 186 of the Act as at end of the Financial Year 2016-17.
Disclosure on Deposit under Chapter V
The Company has neither accepted nor renewed any deposits during the Financial Year2016-17 in terms of Chapter V of the Companies Act 2013.
Report on Subsidiaries Associates and Joint Venture companies
The Company has no subsidiaries associates and joint ventures companies.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Pursuant to provisions of Section 134 of the Companies Act2013 read with Rule 8(3) ofthe Companies (Accounts) Rules2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as Annexure 1' whichforms part of this report.
At present the equity shares of the Company are listed at BSE Ltd. The annual listingfees for the financial year 2017-18 to BSE Ltd has been paid.
In the light of Regulation-15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 which is effective from 1st December 2015 certainclauses of the said regulation in connection with Corporate Governance were not applicableon the Company.
Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one-third of such of the Directors as are liable to retire by rotation shallretire every year and if eligible offer themselves for re-appointment at every AGM.Consequently Mr Ashok Kumar Jain Director will retire by rotation at the ensuing AGMand being eligible offer himself for re-appointment in accordance with the provisions ofthe Companies Act 2013.
The term of appointment of Mr Ashok Kumar Jain as Whole Time Director will expire on31st October 2017. It was recommended by the Board of Directors to re-appoint him for afresh tenure of 3 years w.e.f.1st November 2017.
A brief resume of the Directors proposed to be reappointed the nature of theirexpertise in specific functional areas disclosure of relationships between Directorsinter-se names of companies in which they have held directorships committee memberships/chairmanships their shareholding etc. are annexed to the notice of the ensuing AGM. TheDirectors recommend their re-appointment at the ensuing AGM. Pursuant to provisions ofSection 134(3)(d) of the Companies Act 2013 with respect to statement on declarationgiven by Independent Directors under Section 149(6) of the Act the Board hereby confirmsthat all the Independent Directors of the Company have given a declaration and haveconfirmed that they meet the criteria of independence as provided in the said Section149(6).
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows
|Name ||Designation |
|Mr. Pramod Kumar Jain ||Managing Director |
|Mr. Ashok Kumar Jain ||Whole Time Director |
|Mr. Mahendra Kumar Jain ||Whole Time Director |
|Mr. Brij Mohan Verma ||Chief Financial Officer |
|Ms. Nidhi Agarwal ||Company Secretary |
Policy on Directors appointment and Policy on remuneration
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as 'Annexure2'respectively which forms part of this report.
Particulars of remuneration of Directors/ KMP/Employees
There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies(Appointment and Remuneration of ManagerialPersonnel)Rules 2014.Detail of top ten employees in respect of their remunerationrequired under Rule 5(2) is attached as
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules
2014 is attached as 'Annexure 4' which forms part of this report.
Number of Meetings of the Board
During the Financial Year 2016-17 4 (four) number of Board meetings were held.
Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015;the Board in consultation withits Nomination & Remuneration Committee has formulated a framework containinginter-alia the criteria for performance evaluation of the entire Board of the Companyits Committees and Individual Directors including Independent Directors.
A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Board`s focus regulatory compliances andCorporate Governance etc. Similarly for evaluation of Individual Director's performancethe questionnaire covers various aspects like his/her profile contribution in Board andCommittee meetings execution and performance of specific duties obligations regulatorycompliances and governance etc.
Board members had submitted their response on a scale of 5(excellent) 1 (poor) forevaluating the entire Board respective Committees of which they are members and of theirpeer Board members including Chairman of the Board.
The Independent Directors had met separately without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofnon-Independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpressed their satisfaction with the evaluation process.
Composition of Audit Committee
As on 31stMarch 2017 the Audit Committee of the Company comprises the followingdirectors:
1. Mr. Nemi Chandra Jain - Chairman (Independent Director)
2. Mr. Amar Singh Rajput Member (Independent Director)
3. Mr. Pramod Kumar Jain - Member (Executive and Promoter Director)
Further all recommendations of Audit Committee were accepted by the Board ofDirectors.
Statutory Auditors and their Report
In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s Doogar & Associates CharteredAccountants (Firm Registration No.000561N) the Auditors of your Company shall holdoffice till the conclusion of the ensuing AGM and they shall not be eligible forre-appointment due to expiry of the maximum permissible tenure as the Auditors of yourCompany. Your Board places on record its deep appreciation for the valuable contributionsof the Auditors during their long association since the inception of your Company andwishes them success in the future.
The Audit Committee and the Board of Directors recommend the appointment of M/s B S D& Co. Chartered Accountants New Delhi (Firm Registration No.00312S) as statutoryauditors of the Company from the conclusion of the 30th AGM till the conclusion of35thAGM to the shareholders.
Accordingly as per the said requirements of the Act M/s B S D & Co. CharteredAccountants New Delhi (Firm Registration No.00312S) are proposed to be appointed asauditors for a period of 5 years commencing from the conclusion of 30th AGM till theconclusion of the 35th AGM subject to ratification by shareholders every year as may beapplicable in place of M/s Doogar& Associates Chartered Accountants (FirmRegistration No.000561N). M/s B S D & Co. Chartered Accountants New Delhi (FirmRegistration No.00312S) have consented to the said appointment and confirmed that theirappointment if made would be within the limits specified under Section 141(3)(g) of theAct. They have further confirmed that they are not disqualified to be appointed asstatutory auditors in terms of the provisions of the proviso to Section 139(1) Section141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit andAuditors) Rules 2014.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor`s Report areself-explanatory.
Your Board during the year appointed M/s R & D Company Secretaries to conductSecretarial Audit of the Company for the financial year ended 31st March 2017. The Reportof M/s R & D Company Secretaries in terms of Section 204 of the Act is provided in the"Annexure 5' forming part of this Report.
Directors' Responsibility Statement
Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm: a) That in thepreparation of the Annual Accounts the applicable Accounting Standards have been followedalongwith proper explanation relating to material departures; b) That they had selectedsuch accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit and loss of theCompany for that period; c) That they had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) That they had prepared the annual accounts ona going concern basis; e) That they had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and f) That they had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Corporate Social Responsibility (CSR)
The Company does not come under the preview of Section 135 of the Companies Act 2013in relation to Corporate Social Responsibility.
Internal Financial Controls System
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Company has a well-placed proper and adequate IFCsystem which ensures that all assets are safeguarded and protected and that thetransactions are authorised recorded and reported correctly. The Company's IFC systemalso comprises due compliances with Company`s policies and Standard Operating Procedures(SOP`s) and audit and compliance by in-house Internal Audit Division supplemented byinternal audit checks from M/s Jay Pee & Associates Chartered Accountants theInternal Auditors and various transaction auditors. The Internal Auditors independentlyevaluate the adequacy of internal controls and concurrently audit the majority of thetransactions in value terms. Independence of the audit and compliance is ensured by directreporting of Internal Audit Division and Internal Auditors to the Audit Committee of theBoard. During the year the Internal auditors have also been engaged for providingassistance in improvising IFC framework (including preparation of Risk & ControlMatrices for various processes) and deployment of Self Assessment Tool.
Details of internal financial control and its adequacy in compliance with theprovisions of Rule 8 (5)(viii) of Companies (Accounts) Rules 2014 are included in theManagement Discussion and Analysis Report which forms part of this Report.
Risk Management Policy
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. Itestablishes various levels of accountability and overview within the Company whilevesting identified managers with responsibility for each significant risk.
The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this programme each Function and Unit addresses opportunities andrisks through a comprehensive approach aligned to the Company's objectives. The Companyhas laid down procedures to inform the Audit Committee as well as the Board of Directorsabout risk assessment and management procedures and status.
Sustainability is embedded in the Corporate Enterprise Risk Management programme whichgives an opportunity to increase the effectiveness of risk management practices and forimproving business efficiency. The Company's social and environmental policies correlatestrongly with the risk management strategy and ultimately the financial performance.
This risk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The current risk slate and the comprehensive riskpolicy have been further redefined during the year. The major risks forming part of theEnterprise Risk Management process are linked to the audit universe and are covered aspart of the annual risk based audit plan.
Vigil Mechanism Policy
The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.
Prevention of Sexual Harassment
During the year under review the Company has not received any complaint under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as 'Annexure 6' tothis Report.
Contracts or arrangements with Related Parties under Section 188(1) of the CompaniesAct 2013
With reference to Section 134(3)(h) of the Companies Act 2013all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered 'material' according to the policy of theCompany on Materiality of Related Party Transactions. The detail of particulars ofcontracts or arrangements with related parties referred to in Section 188(1) is given inForm AOC-2 annexed with this report marked as 'Annexure 7'. With reference toClause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015your attention is drawn to the Related Party disclosures set out in Note no. 32 of theFinancial Statements.
Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance.
|Regd. Office: || |
|G-10/8 Padam-Deep ||By order of the board |
|Sanjay Place ||For Pee Cee Cosma |
|Agra-282002 ||Sope Ltd. |
|Uttar Pradesh || |
| ||Ashok Kumar Jain |
| ||DIN:00113133 |
| ||Executive Chairman |
|Date:14.08.2017 ||Add: 120 Jaipur House |
|Place:Agra ||Agra- 282 002 U.P. |