Your Directors hereby submits the Eighth (8th) report of the business and operations ofthe Company (the Company or PebsPennar) along with auditedfinancial statements for the financial year ended March 31 2016.
1. Results and Operations
Financial Results and Performance:
|Particulars ||2015-16 ||2014-15 |
|Revenue from operations (Gross) ||49121 ||48558 |
|Less : Excise Duty ||4429 ||4043 |
|Revenue from operations (Net) ||44692 ||44515 |
|Less: Total Expenditure except Depreciation ||39328 ||41217 |
|Profit from Operations before Depreciation Other Income ||5364 ||3298 |
|Less: Depreciation ||612 ||585 |
|Profit from Operations before Other Income ||4752 ||2713 |
|Add: Other Income ||186 ||613 |
|Profit before tax ||4938 ||3326 |
|Tax Expenses || || |
|Current Tax ||1767 ||988 |
|Tax Pertaining to earlier years ||185 ||- |
|Deferred Tax ||(30) ||147 |
|Profit for the year ||3016 ||2191 |
Review of Business and Company Affairs:
The gross revenues of the Company for the current financial year are H49121 Lakhs andnet revenues are H44692 Lakhs. EBITDA for the current financial year is H6504 Lakhs up39% compared to previous financial year; profit after tax is H3016 Lakhs up 38% comparedto previous financial year.
The Company has executed significant portion of prestigious projects of MRF TianReliance NDC Tumkur Kannur International airport ITC Green Center Reliance data centerStation buildings at Hyderabad Metro IOT Anwesha.
There is improvement in the revenue in solar division. Also there is considerableincrease in revenue in Engineering Services division and the Company opened a new officeat Vishakhapatnam. In Structural steel there has been considerable growth this year. TheCompany developed and supplied Toilet blocks for Greater Hyderabad Municipal Corporation(GHMC).
In addition to repeat customers like L&T Ultratech Reliance Schindler PL RajuAGI Glasspac Kumar Raja Kaveri Seeds Hyderabad Metro Rail Azure Power Pokarna MyhomeCements the Company was able to get orders from new customers like Tata ProjectsBiological E UK Textiles Rane Diecast Kongavi Hetero Pharma Mylan Tian SiemensKEC New Era. Also this year the Company got approval from RDSO (Indian Railways) forsupply of Railway Bridge Girders.
For the next financial year the Company has significant backlog of H424 crores andshould aim for significant growth in revenue and profitability in next year.
During the year under review the Company made its Initial Public Offering of 8774567Equity Shares of H10 each consisting of a Fresh Issue of 3258426 Equity Shares and anoffer for sale of 5516141 Equity Shares from selling shareholders. Out of the totalproceeds from the IPO of H15619 lakhs the Company share is H5800 lakhs. The fresh issueof 3258426 Equity Shares of face value H10 each was at a premium of H168 per shareaggregating of H5474 lakhs. The said premium was recognised in share premium account ofthe Company. The shares of the Company were listed on BSE Limited (BSE) and National StockExchange of India Limited (NSE) on September 10 2015. The utilisation of IPO Proceeds ofthe Company as on March 31 2016 is as follow:
| || || || ||(Rs. in Lakhs) |
|S. No. ||Particulars ||Objects of the issue as per prospectus ||Utilised up to March 31 2016 ||Unutilised up to March 31 2016 |
|1 ||Repayment / prepayment in full or part of certain working capital facilities availed by our Company ||3400 ||3400 ||- |
|2 ||Financing the procurement of infrastructure (including software and hardware) for the expansion of design and engineering services ||800 ||92 ||708 |
|3 ||General corporate purposes ||1079 ||1079 ||- |
|4 ||Issue related expenses * ||521 ||517 ||4 |
| ||Total ||5800 ||5088 ||712 |
* Companys Share
As on March 31 2016 unutilised funds have been temporarily invested in short termliquid scheme of mutual funds and in bank balances.
Change in the nature of business if any:
There was no change in the nature of business of the Company
The Board considering future prospects of the Company and considering the investmentrequired for future projects the Board has not recommended any Dividend to theshareholders for the financial year 2015-2016.
The Board does not propose to transfer any amount to reserves this year.
The Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet Date.
Particulars of loans guarantees or investments
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report
Particulars of contracts or arrangements with related parties:
The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 isdisclosed in the prescribed Form No. AOC-2 which forms part of the report as Annexure A.
Particulars of Subsidiary / Joint Ventures/ Associate Companies:
The Company doesnt have any Subsidiary/Joint Ventures/ Associate Companies forthe financial year 2015-2016.
Material changes and commitments affecting the financial position between the end ofthe financial year and the date of the report:
There are no Material changes that have occurred subsequent to the end of the financialyear and the date of the report.
Significant and material orders:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
2. Human Resources Management
We have set up a strategical recruitment and human resources management process. Humanresources management at Pebspennar goes beyond the set boundaries of compensationperformance reviews and development. It aims to establish a more open flexible and caringmanagement style so that staff will be motivated developed and managed in a way that theycan give of their best. We look at the employees entire lifecycle to ensure timelyinterventions that help build a long-lasting and fruitful career. Employee value shouldappreciate with time. We also invest in employee training. The Company added 105 employeesthis year taking the total strength to 509 at the end of the financial year.
Particulars of Employees and Directors:
The employees drawn salary above H60 Lakhs in aggregate per annum and H5 Lakhs inaggregate per month and Median Employee Comparison is enclosed as Annexure B. Apart fromthe above no other director is receiving any elements of remuneration package such assalary benefits bonuses stock options pension etc. Mr. Aditya Rao in his professionalcapacity is providing services to the Company as Strategic Business Advisor and isreceived a remuneration of H250000/- per month till September 2015.
The Sitting fees of H8500/- has been paid to Mr. Kamalakar Rao Bandari Independent Director
Employee Stock options:
Employee Stock Option Plan 2014 (ESOP 2014 or Plan) The Board of Directors ("theBoard") of the Company approved ESOP 2014 at their meeting held on September 30 2014subject to the approval of the Members and authorised the Nomination & RemunerationCommittee (erst while Compensation Committee) to formulate the detailed terms andconditions of ESOP 2014 and to administer and implement ESOP 2014 in accordance with theprovisions of SEBI Regulations. The Shareholders of the Company have approved ESOP 2014 atthe Extra Ordinary General Meeting held on November 11 2014. As per SEBI Regulations anyPre-IPO ESOP Plan has to be ratified by Shareholders Post IPO the Company accordinglytook the approval of the Post IPO shareholders by way of Postal Ballot on November 092015 and the details are available on website (www.pebspennar.com). The ESOP plan of theCompany is in compliance with SEBI (Share Based Employee Benefits) Regulations 2014
The purpose of the Plan is to
Award the employees who are associated with the Company since its inception andhad been responsible for the growth of the Company
Encourage employees to align individual performance with Company objectives; and
Reward employee performance with ownership of shares The maximum number ofgrants or shares to be issued by way of the plan is 1000000 (Ten Lakhs Only) each optiongranted is equal to one equity share of the Company the issue will be by way of newlyissued equity shares. The Plan shall be directly administered by the Company through itsnomination and remuneration committee of the Board constituted by the Company pursuant tothe provisions of Section 178 of the Companies Act 2013 (the Administrator).The Administrators decisions determinations and interpretations will be final andbinding on all eligible employees and participants under the Plan. Till date the Companyhas not granted any options nor allotted any equity shares under the said ESOP plan 2014
The Company in its General Meeting held on August 06 2014 appointed M/s DeloitteHaskins & Sells Chartered Accountants (ICAI Registration Number 008072S) asStatutory Auditors of the Company from 2014-2015 to 2018-2019 subject to ratification ofthe appointment by shareholders at every Annual General Meeting. Accordingly theappointment of M/s Deloitte Haskins
& Sells Chartered Accountants (ICAI Registration Number N0008072S) CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. The Auditors Report for fiscal 2016 does not contain anyqualification reservation or adverse remark. The Auditors Report is enclosed withthe financial statements in this Annual Report.
Secretarial Auditor and Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under S. ChidambaramPracticing Company Secretary in Practice (Membership No: 2286) has been appointedSecretarial Auditors of the Company. The secretarial audit report for fiscal 2016 formspart of the Annual Report as Annexure C. The Secretarial Audit Report does not contain anyQualification reservation or adverse remark.
The Board appointed Kandikonda & Associates Cost Accountant having firmRegistration No. 101361 as Cost Auditors of the Company for conducting cost audit of theCompany for the financial year 2016-2017. The remuneration proposed by the Board ofH70000/- (Rupees Seventy Thousand Only) excluding service Tax and out of pocket expensesshall be paid on actuals and requires ratification of the shareholders of the Company. Theshareholders ratification for payment of remuneration to Cost Auditors is being sought atthe ensuing AGM.
Auditors Certificate on Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors certificate on corporate governance forms part of this report.The auditors certificate for fiscal 2016 does not contain any qualificationreservation or adverse remark
Internal Financial Control and its adequacy:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
4. Corporate Governance and Corporate Social Responsibility
Pebspennar Corporate Governance philosophy
Corporate governance is about maximising shareholder value legally ethically andsustainably. At Pebspennar the goal of corporate governance is to ensure fairness forevery stakeholder. We believe sound corporate governance is critical to enhance and retaininvestor trust. We always seek to ensure that our performance is driven by integrity. OurBoard exercises its fiduciary responsibilities in the widest sense of the term. Ourdisclosures seek to attain best practices in corporate governance. We also endeavor toenhance long-term shareholder value and respect minority rights in all our businessdecisions. Corporate governance report for financial year end 2016 forms part of thisAnnual Report
Pebspennar code of conduct for the prevention of insider trading
The Board of Directors has adopted Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of shares bought or sold by employees and to maintain the highest ethicalstandards of dealing in Company securities. The Insider Trading Policy of the Companycovering code of practices and procedures for fair disclosure of unpublished pricesensitive information and code of conduct for the prevention of insider trading isavailable on website (www.pebspennar.com).
The Securities and Exchange Board of India (SEBI) on September
2 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the aim to consolidate and streamline the provisions of the Listing Agreementfor different segments of capital markets to ensure better enforceability. The saidregulations were effective December 1 2015. Accordingly all listed entities wererequired to enter into the Listing Agreement within six months from the effective date.The Company entered into Listing Agreement with BSE Limited and the National StockExchange of India Limited.
The Company recognises and embraces the importance of a diverse board. We believe thata truly diverse board will leverage differences in thought perspective knowledge skillregional and industry experience cultural and geographical background age ethnicityrace and gender which will help us to retain our competitive advantage. The Board hasadopted the Board Diversity Policy and it is available on our website (www.pebspennar.com).
The Board met eight (8) times during the financial year the details of which are givenin the corporate governance report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.
Woman Director on the Board
Dr. Sita Vanka is the women director on the Board of the Company
Declaration by Independent Directors:
The Company has received necessary declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as laid down in Section149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and theprovisions of the Companies Act 2013 mandates that the Board shall monitor and review theBoard evaluation framework. The framework includes the evaluation of directors on variousparameters such as
Board dynamics and relationships
Relationship with stakeholders
Company performance and strategy
Tracking Board and committees effectiveness The Companies Act 2013 statesthat a formal annual evaluation needs to be made by the Board of its own performance andthat of its committees and individual directors. Schedule IV of the Companies Act 2013states that the performance evaluation of independent directors shall be done by theentire Board of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board on February 11 2016.
Policy on directors appointment and remuneration
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2016 the Board consisted of nine members one of whom isexecutive three are non-executive and five are independent directors. The policy of theCompany on directors appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters as required under sub-section (3) of Section 178 of the Companies Act 2013 isavailable on our website (www.pebspennar.com). We affirm that the remuneration paid to thedirectors is as per the terms laid out in the nomination and remuneration policy of theCompany.
Familiarisation program for independent directors
All new independent directors inducted into the Board are to attend an orientationprogram informing the business and background of the Company and Pennar Group. Further atthe time of the appointment of an independent director the Company issues a formal letterof appointment outlining his / her role function duties and responsibilities. The formatof the letter of appointment is available on website (www.pebspennar.com).
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All policies are available on our website (www.pebspennar.com).The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In the opinion of the Board there is no element of risk which maythreaten the existence of the Company.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy is uploaded in the website of the Companywww.pebspennar.com.
Transfer of Amounts to Investor Education and Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013:
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace which is uploaded in the website of the Company www.pebspennar.com. During theyear Company has not received any complaint of sexual harassment of women at work place.
Extract on Annual Return:
An extract of annual return in MGT 9 is enclosed as an Annexure D
The Company has received the following awards in the current year:
|S. No. ||Award ||Category |
|1 ||IEI Industry Excellence Award 2015 ||Scroll of Honor for overall business excellence and industry practices |
|2 ||CIDC Vishwakarma ||Best Professionally |
| ||Award 2016 ||Managed Company |
|3 ||ACCE(I) Bhagwathi ||Outstanding Design for |
| ||Award ||Industrial Building |
Directors and Key Managerial Personnel:
During the year under review the nomination of Mr. Mukul Gulati as Nominee Director onthe Board of the Company has been withdrawn w.e.f. November 09 2015. The Board ofDirectors place on record their sincere gratitude and appreciation to Mr. Mukul Gulati forhis role and efforts in building the Company. The Board of Directors on recommendation ofNomination and remuneration committee subject to the approval of shareholders on November09 2015 appointed Mr. Mukul Gulati as Additional Non Executive Director and Mr. CParathasarathy as an Additional Non Executive Independent Director.
Mr. Nrupender Rao and Mr. Aditya Rao Directors of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible have offered themselves forre-appointment.
As on the date of this report the Company has appointed the following persons as KeyManagerial Personnel of the Company pursuant to Sections 2(51) and 203 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014:
1. Mr. P V Rao - Managing Director
2. Mr. Shrikant Bhakkad - Chief Financial Officer
3. Mr. Subhash Kandrapu - Company Secretary and Compliance Officer w.e.f July 27 2015
4. Ms. Namarata Maheshwari - Company Secretary and Compliance Officer till July 272015
Committees of the Board
Currently the Board has six committees: the audit committee the nomination andremuneration committee the corporate social responsibility committee the stakeholders relationship committee the Capex committee and the finance and operationalcommittee.
Conservation of energy technology absorption and foreign exchange earnings and outgo :
The details of conservation of energy technology absorption foreign exchange earningsand outgo are enclosed as Annexure E
Corporate Social Responsibility (CSR):
Pennar Group has been an early adopters of corporate social responsibility (CSR)initiatives. The Pennar Group has formed its own CSR Trust Pennar Foundation in thecurrent financial year towards supporting the Pennar Group CSR activities.
As per the Companies Act 2013 all companies having a net worth of H500 crore or moreor a turnover of H1000 crore or more or a net profit of H5 crore or more during anyfinancial year are required to constitute a CSR committee of the Board of Directorscomprising three or more directors at least one of whom should be an independentdirector. All such companies are required to spend at least 2% of the average net profitsof their three immediately preceding financial years on CSR-related activities.Accordingly the Company was required to spend H57.67 Lakhs towards CSR activities out ofwhich H18.63 Lakhs was utilised on activities specified in Schedule VII of the CompaniesAct 2013 and amount unspent is H39.04 Lakhs for the financial year 2015-16.
Established in the current year as a not-for-profit trust for social welfareactivities implementing programs in the areas of healthcare education hungereradication rural development disaster relief arts and culture and destitute care etcacross India. The highlights of the Foundations work in fiscal 2016 included villagedevelopment schools up gradation building of toilets at schools spending on greeninitiatives. The disclosures as per Rule 9 of Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is enclosed as Annexure F. The Prescribed CSR Expenditure of theCompany for the financial year 2015-16 was to spend H57.67 Lakhs out of which H18.63Lakhs was utilised on activities specified in Schedule VII of the Companies Act 2013 andamount unspent is H39.04 Lakhs. The Policy is updated on Companys websitewww.pebspennar. com The Composition of CSR Committee is as follow as:
1. Mr. Kamalakar Rao Chairman
2. Mr. Nrupender Rao Member
3. Mr. P V Rao Member
4. Dr. Sita Vanka Member
Directors Responsibility Statement:
The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP).
The Directors confirm that;
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) They haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for the financial year ended March 31 2016; (c) They have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis; and (e) They havelaid down internal financial controls which are adequate and are operating effectively(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Statutory Disclosures and Green Initiatives
Any member interested in obtaining any particulars may write to the Company Secretaryof the Company. Electronic copies of the Annual Report 2015-16 and Notice of the 8thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / Depository Participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode and we hereby requestshareholders to register their email id with the Company/ DepositoryParticipant(s)/Registrar and Share Transfer Agents (RTA) of the Company for receivingcommunication of the Company in electronic mode.
We take this opportunity to express appreciation for the cooperation assistance andguidance provided by Financial Institutions Companys Bankers Customers SuppliersInvestors regulatory and government authorities business associates and stakeholders. Weplace on record our appreciation the contribution made by our employees at all levels. Ourconsistent growth was made possible by their hard work. The Directors looks forward totheir continued support in future. Your Directors value your involvement as shareholdersand look forward to your continuing support.
| ||For and on behalf of the Board of Directors |
|Place: Hyderabad ||Nrupender Rao |
|Date: August 04 2016 ||Chairman |
Annexure - A
Form No. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.
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 Act 2013 including certain arms length transaction under third provisothereto.
1. Details of contracts or arrangements or transactions not at Arms length basis;Not Applicable
2. Details of contracts or arrangements or transactions at Arms length basis.
|1 ||Name of the Related Party and ||1. Pennar Industries Limited (Promoter and Holding Company) |
| ||Nature of Relationship ||2. Pennar Enviro Limited (Fellow Subsidiary Company) |
| || ||3. New Era Enviro Ventures (Karimnagar) Pvt Ltd (Fellow Subsidiary Company) |
| || ||4. Saven Technologies Limited (Significant Influence held by directors) |
|2 ||Nature of Contracts/arrangements/ transactions ||Sale of Steel Products Purchase of Steel products fixed assets rent received Job works Inter Corporate Loans (ICD) etc. |
|3 ||Duration of the Contracts/ arrangements/transactions ||April 01 2015 to March 31 2016 |
|4 ||Salient features of the contracts/ arrangements/transactions ||The contracts were entered into in the ordinary course of business and on arms length basis. (for details of transactions during the year refer Note no 31.4 of the financial statements) |
|5 ||Amount Paid as Advances if any ||NIL |
Note: Appropriate approvals have been taken for Related Party Transactions.
|For Pennar Engineered Building Systems Limited || |
|Place: Hyderabad ||Nrupender Rao |
|Date: August 04 2016 ||Chairman |
Annexure - B
Particulars of Employees
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
Statement of Particulars of employees pursuant to the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
|S. No. ||Name ||Designation ||Remuneration [ J in Lakhs] ||Qualification ||Experience in years ||Age in years ||Date of commencement of employment ||Last employment held |
|1 ||2 ||3 ||4 ||5 ||6 ||7 ||8 ||9 |
|1 ||Mr. P V Rao ||Managing Director ||122* ||BTech (Civil Engineering) ||More than 34 years ||56 ||May 26 2010 ||Tata Blue Scope Steel |
*includes amount of variable pay of H14 Lakhs
Median Remuneration of Employees comparison:
|S. No. ||Name ||Designation/ Nature of Duties ||Remuneration J [ in Lakhs] (2015-2016) ||Remuneration [J in Lakhs] (2014-2015) ||No of Stock options granted ||increase in remuneration from previous year ||Ratio/median of employee remuneration ||Ratio of remuneration to Revenues (fiscal 2016) ||Ratio of remuneration to Net Profit (fiscal 2016) |
|1 ||Mr. P V Rao ||Managing Director ||122 ||121 ||NIL ||0.80% ||37.31 ||0.27 ||4.05 |
|2 ||Mr. Shrikant Bhakkad ||CFO ||39 ||36.4 ||NIL ||7% ||11.93 ||0.09 ||1.29 |
|3 ||Mr. Subhash Kishan Kandrapu (w.e.f July 27 2015) ||Company Secretary and Compliance Officer ||4.70 ||- ||NIL ||- ||1.44 ||- ||- |
|4 ||Ms. Namarata Maheshwari (till July 272015) ||Company Secretary and Compliance Officer ||0.90 ||2.70 ||NIL ||- ||- ||- ||- |
The Median Remuneration of Employees was H3.27 Lakhs for the financial year 2016respectively.
The Company added 105 employees this year taking the total strength to 509 at the endof the financial year. Our market capitalisation of the Company as on March 31 2016 is
|Particulars ||2016* |
|Revenue from operations (gross) ||49121 Lakhs |
|Paid up capital as on March 31 2016 ||34274911 |
|Closing price at National Stock Exchange Limited as on March 31 2016 ||166.85 |
|Market Capitalisation as on March 31 2016 ||57187 Lakhs |
|Price Earnings Ratio as at the closing date (MPS/EPS) ||17.62 |
|Public Offer Price (IPO price) ||178 |
|Increase/Decrease over IPO Price in % ||(6.26) |
*Company is listed on September 10 2015
Annexure - C
Secretarial Audit Report
For the financial year ended 31st March 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
Pennar Engineered Building Systems Limited (CIN: L45400TG2008PLC057182) 9th floorDHFLVC Silicon Towers Kondapur Hyderabad 500084
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by PENNAR ENGINEERED BUILDINGSYSTEMS LIMITED. Secretarial Audit was conducted in a manner that provided me a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing myopinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided and declarations made by the Company its officers agents and authorisedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on31st March 2016 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by "the Company" for the financial year ended on 31st March2016 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign
Direct Investment Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) SEBI (Share Based Employee Benefits) Regulations 2014;
(e) Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(g) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(h) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
(vi) TG Shops and Establishment Act 1988;
(vii) Employees State Insurance Act 1948 and Employees State Insurance(General) Regulations 1950;
(viii) The Employees Provident Funds and Miscellaneous Provisions Act 1952 andThe Employees Provident Funds Scheme 1952;
(ix) The Payment of Bonus Act 1965 and the Payment of Bonus Rules 1965;
(x) The Contract Labour (Regulation and Abolition) Act 1970 and the Contract Labour(Regulation and Abolition) Central Rules 1971;
(xi) Income Tax Act 1961 and rules made thereunder;
(xii) Service Tax Act 1994 and rules made thereunder;
I 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 SEBI (LODR) 2015 BSELimited and National Stock Exchange of India Limited;
As per the information provided and declaration given by the Company and its officesthere are no special Acts specifically applicable to the Company.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc.
I further report that The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
The Company has called some of the meeting at shorter notice and none of the Directorsof the company has objected and minimum One Independent Director was present at suchMeeting.
Majority decision is carried through and no members has dissented any of theResolutions.
I 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 laws rules regulations and guidelines.
|Place: Hyderabad ||Signature: |
|Date: August 04 2016 ||S. Chidambaram |
| ||Practicing Company Secretary |
| ||FCS No. 3935 |
| ||C P No: 2286 |
The Members of Pennar Engineered Building Systems Limited Hyderabad
My Secretarial Audit Report of even date is to be read along with this letter.
1 The maintenance of Secretarial records is the responsibility of the Management of theCompany. Further the Company is also responsible for devising proper systems and processto ensure the compliance of the various statutory requirements and Governance systems.
2 It is the responsibility of the Management of the Company to ensure that the systemsand process devised for operating effectively and efficiently.
3 My responsibility is to express an opinion on these secretarial records based on myaudit.
4 I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. I believe that the process and practices followed provide areasonable basis for my opinion.
5 Wherever required I have obtained the Management representations about thecompliance of laws rules and regulations and happening of events etc.
6 The Compliance of the provisions of other applicable laws rules and regulations isthe responsibility of the management. My examination was limited to the verification ofprocedure 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.
|Place: Hyderabad ||Signature: |
|Date: August 04 2016 ||S. Chidambaram |
| ||Practicing Company Secretary |
| ||FCS No. 3935 |
| ||C P No: 2286 |
Annexure - E
Conservation of energy technology absorption and foreign exchange earnings and outgo:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Conservation of energy
As a part of promoting energy conservation the company has installed 500 kwpPhotovoltaic Solar Power Plant with net metering. The company could save OPEX by way ofcutting-down the withdrawal of electricity board power by 30% in this fiscal which isapprox. H3 lakhs per month. b) Technology absorption
In the process of upgrading technology and to meet the pace of manufacturing cycle thecompany has initially procured Power Seaming and Manual Seaming machines from USA andAustralia for which the company has spent huge amounts. During the current fiscal havingresourceful team and technical know-how our start-of-art-manufacturing plant hasdeveloped Power and Manual Seaming Machines indigenously which resulted in saving CAPEX ofapprox. H1.10 Crore. c) Research and Development (R&D):
The Company continues to look at opportunities in the areas of research and developmentin its present range of activities. d) Foreign exchange earnings and Outgo
During the year the total foreign exchange used was H14 Lakhs and the total foreignexchange earned was H597 Lakhs.
|For Pennar Engineered Building Systems Limited || |
|Place: Hyderabad ||Nrupender Rao |
|Date: August 04 2016 ||Chairman |
Annexure - F
Format for the Annual Report on CSR Activities to be Included in the BoardsReport
(1) A brief outline of the companys CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or Programmes : www.pebspennar.com
(2) The Composition of the CSR Committee. : Provided in Directors Report
(3) Average net profit of the company for last three financial years : H2883.60 Lakhs
(4) Prescribed CSR Expenditure (two per cent. Of the amount as in item 3 above) :H57.67 Lakhs
(5) Details of CSR spent during the financial year.
(a) Total amount spent for the financial year; H18.63 Lakhs (b) Amount unspent if any;H39.04 Lakhs
(c) Manner in which the amount spent during the financial year is detailed below: (Rs.in Lakhs)
|S. No. ||Particulars ||(1) ||(2) ||(3) |
|(1) ||CSR project or activity identified ||YES ||YES ||YES |
|(2) ||Sector in which the project is covered ||Promotion of Education ||Donation to Charitable Trust ||Promotion of Ecological Balance |
|(3) ||Projects or Programme ||Local Area ||Hyderabad ||Local Area |
| ||(1) Local area or other ||Medak Telangana ||Eradicating Poverty ||Medak Telangana |
| ||(2) Specify the state and district where projects or programs was undertaken || || || |
|(4) ||Amount outlay (budget project or Programme wise ||4.63 ||8.00 ||6.00 |
|(5) ||Amount spent on the project or Programme Sub Heads; ||Direct ||Direct ||Direct |
| ||(1) Direct expenditure on projects or programmes || || || |
| ||(2) Overheads || || || |
|(6) ||Cumulative expenditure up to the reporting period ||4.63 ||8.00 ||6.00 |
|(7) ||Amount Spent direct or through implementing agency ||Direct ||Direct ||Direct |
|(8) || || ||Total Spent : 18.63 || |
*Give details of implementing agency:
6. In case the company has failed to spend the two per cent of the average net profitof the last three financial years or any part thereof the company shall provide thereasons for not spending the amount in its Board report: The Company is evaluatingproposals to ensure CSR funds are optimally utilised.
7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.
|P V Rao ||Kamalakar Rao |
|Managing Director ||CSR Committee Chairman |
|Place: Hyderabad || |
|Date: August 04 2016 || |