Your Directors are pleased to present the 45th Annual Report together with the auditedfinancial statements for the financial year ended March 31 2017.
(Rs. in Lakh)
|S. No. Particulars ||For the Year Ended 31.03.2017 ||For the Year Ended 31.3.2016 |
|1. Income || || |
|a) Revenue from Operations ||7843.14 ||7155.36 |
|b) Less: Excise Duty ||452.59 ||414.93 |
|Total (A-B) ||7390.55 ||6740.43 |
|2. Other income ||22.09 ||21.08 |
|3. Total Revenue (1+2) ||7412.64 ||6761.51 |
|4. Total Expenses ||7116.88 ||6675.69 |
|5. Profit before Exceptional and Extraordinary Items and Tax ( 3 - 4 ) ||295.76 ||85.82 |
|6. Exceptional items || || |
|7. Profit before Extraordinary Items and Tax ( 5 - 6 ) ||295.76 ||85.82 |
|8. Extraordinary Item || || |
|9. Profit before tax ( 7 - 8 ) ||295.76 ||85.82 |
|10. Tax expenses || || |
|a) Current Tax / Mat Tax ||(104.12) ||(29.14) |
|b) Deferred Tax ||(1.91) ||3.55 |
|c) Prior Period Tax Adjustment ||1.88 ||1.95 |
|11. Profit for the period ( 9 - 10 ) ||191.61 ||62.18 |
The Directors are pleased to inform you that your Company has continued to grow in2016-17.
Turnover of the Company for the year increased by 9.61% to Rs 7843.14 Lakhs ascompared to Rs 7155.36 Lakhs previous year. Profit before tax for the year increased by244% to Rs 295.76 Lakhs as compared to Rs 85.82 Lakhs previous year. Profit after tax forthe year increased by 208% to Rs 191.61 Lakhs as compared to Rs 62.18 Lakhs previous year.
TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserve in the current year.
EXPANSION AND MODERNIZATION
The company continues to modernize its Plant and Machinery and add balancing equipment.This would enable the company to improve productivity and widen its product range andimprove the quality of its products.
Your company has not accepted any public deposits during the Financial Year and assuch no amount of principal or interest was outstanding as on March 31 2017.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(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 as at March 31 2017 and of the profitand loss 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 were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company uses ERP (Enterprise Resource Planning) system to record data foraccounting. The Company has in place adequate internal financial controls with referenceto financial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
The Company Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee reviewed the internal controls and financial reporting issues withInternal Auditors and Statutory Auditors.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of Independence as prescribed both underthe Companies Act 2013 and Regulation 16(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
ii. As per the provisions of Companies Act 2013 Shri R.K. Rajgarhia retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommends his re-appointment. The brief resume and others details as requiredunder SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 andCompanies Act 2013 are provided in the Notice of Annual General Meeting of the Company.
iii. Miss Seepika Gupta resigned from the post of Company Secretary & ComplianceOfficer w.e.f 09.08.2016.
Pursuant to the provisions of Section 203 of Companies Act 2013 on 07.02.2017 yourCompany has appointed Miss Preeti as Company Secretary & Compliance Officer of theCompany.
iv. Pursuant to the provisions of the Companies Act 2013 and Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Nomination andRemuneration Committee has carried out evaluation of every Director's performance. TheIndependent Directors in a separate meeting has also carried out the performanceevaluation of the Non-Independent Directors and the Board as a whole and of the Chairmanof the company and has reviewed the performance of the Secretarial Department. Theperformance evaluation of all the Independent Directors has been done by the entire Boardexcluding the Director being evaluated. The Directors expressed their satisfaction withthe evaluation process.
In accordance with the provision of Section 139 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 M/s. Jagdish Sapra & Co. CharteredAccountants (Firm Registration No. 001378N) completes its term as the Statutory Auditorsof the Company at the conclusion of the ensuing Annual General Meeting ("AGM")of the Company.
Your Directors on recommendation of the Audit Committee seek approval of the Membersat the ensuing AGM of the Company for appointment of M/s. VSSA & AssociatesChartered Accountants (Firm Registration No:012421N) for an initial term of five (5)consecutive years. M/s. VSSA & Associates Chartered Accountants have confirmed theireligibility and willingness for appointment as Statutory Auditors of the Company under theprovisions of the Companies Act 2013 and Rules framed thereunder. Accordingly aresolution proposing appointment of M/s. VSSA & Associates Chartered Accountants(Firm Registration No:012421N) as the Statutory Auditors of the Company for a term of five(5) consecutive years from the conclusion of the 45th AGM till the conclusion of the 50thAGM of the Company pursuant to Section 139 of the Companies Act and Rules framedthereunder on such remuneration as may be decided by Board of Directors of the Company. Asper provisions of Section 139(1) of the Act their appointment for the above tenure issubject to ratification by Members at every AGM.
The Board of Directors places on record its appreciation for the services rendered byM/s. Jagdish Sapra & Co. Chartered Accountants as the Statutory Auditors of theCompany.
In accordance with Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. RSM & Co. Company Secretaries; New Delhi to undertake the SecretarialAudit of the Company for the financial year ended March 31 2017. The Secretarial AuditReport for the financial year ended March 31 2017 in Form No. MR-3 is set out in Annexure- I to this Report.
Pursuant to provisions of Section 138 of the Companies Act 2013 and as recommended byAudit Committee the Board of Directors has appointed M/s. Sapra Sharma & AssociatesLLP (Chartered Accountants) as Internal Auditors of the Company for the financial year2017-18.
M/s VSSA & Associates Chartered Accountants has resigned as an Internal Auditor ofthe Company.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Jagdish Sapra & Co. Chartered Accountants in their Auditors' Report and by M/s.RSM & Co. Company Secretaries in their Secretarial Audit Report.
The Board of Directors duly met 4 (Four) times in respect of which proper notices weregiven and the proceedings were properly recorded and signed. The Board has complete accessto all information with the Company. All Board meetings are governed by a structuredagenda which is backed by comprehensive background information.
COMMITTEES OF THE BOARD
Currently the Board has four committees they are:
Chairman - Shri S L Keswani
Member(s) - Shri Harpal Singh Chawla Smt Ruchi Vij
The Audit Committee meets at due intervals to conduct the required business. Thecomposition role functions and powers of the Audit Committee are in accordance with theapplicable laws and the listing regulations with the Stock Exchange.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Chairman - Shri S L Keswani Member(s) - Shri Sanjay Rajgarhia
The composition role functions and powers of the Stakeholders Relationship Committeeare in accordance with the applicable laws and the listing regulations with the StockExchange.
NOMINATION AND REMUNERATION COMMITTEE
Chairman - Shri S L Keswani
Member(s) - Shri Harpal Singh Chawla Smt. Ruchi Vij
The composition role functions and powers of the Nomination and RemunerationCommittee are in accordance with the applicable laws and the listing regulations with theStock Exchange. The policies of the Company are attached herewith marked as Annexure -II to this Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Chairman - Shri Sanjay Rajgarhia
Member(s) - Shri Harpal Singh Chawla Smt. Ruchi Vij
The said Committee recommends to the Board the CSR projects/activities to beundertaken by the Company monitors the implementation of the CSR Policy and reports tothe Board of Directors.
Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as Annexure - III and formsintegral part of this Report.
Perfectpac Limited has formulated various policies applicable on the Company as per theprovisions of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
(i) Vigil mechanism - whistle blower policy
The Company has a Whistle Blower Policy to deal with instances of unethical behavioractual or suspected fraud or violation of the company's code of conduct. The Policy onVigil Mechanism / Whistle Blower may be accessed on the Company's website at the linkhttp://perfectpac.com/pdf/Vigil%20mechanis-whistle%20blower%20policy.pdf.
(ii) Related Party Transactions Policy
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 during the financial year were in the ordinary course of business and onan arm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. All related party transactions during the year 2016-17 are disclosedin Form No. AOC - 2 in Annexure - IV. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements. TheBoard has approved a policy for related party transactions which has been uploaded on theCompany's website at the link http://perfectpac.com/pdf/Related_Party_Transaction_Policy_2017.pdf.
(iii) Prevention of Sexual Harassment
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" the Company has in place a formal policy forprevention of sexual harassment of its women employees. Your Directors further state thatduring the year under review there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
(iv) Nomination and Remuneration Policy
The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy for selection and appointment of Directors KMP Senior Management and theirremuneration. The policy may be accessed on the Company's website at the linkhttp://perfectpac.com/pdf/Nomination_and_Remuneration_Policy_2017.pdf
(v) Policy for Determining Materiality for Disclosures
This policy applies to disclosure of events affecting Perfectpac Limited. The policymay be accessed on the Company's website at the linkhttp://perfectpac.com/Policy%20on%20materiality%20of%20events.pdf.
(vi) Documents Retention and Archival Policy
This policy deals with retention and archival of corporate records of PerfectpacLimited. The policy may be accessed on the Company's website at the linkhttp://perfectpac.com/policy%20on%20preservation% 20of%20documents.pdf.
(vii) Corporate Social Responsibility Policy
On recommendation of CSR committee the Board of Directors of your Company approvedCorporate Social Responsibility Policy which may be accessed at the following link:http://perfectpac.com/pdf/CSR_Policy_2017.pdf
PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed details as required under Section 134(3) (m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are annexed as Annexure - V to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of remuneration paid to the employees as required to be disclosed undersection 197(12) of the Act read with Rule 5 of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are set out in Annexure - VIattached hereto and form part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure - VII.
The Company has implemented Corporate Governance practices. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of thisReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to the Report on CorporateGovernance as Annexure - VIII to this Report.
As on 31st March 2017 the Company does not have any unclaimed shares.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year 2016-17 under review asstipulated under Regulation 34(e) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 with the Stock Exchanges is presented in a separate section formingpart of the Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There have been no material changes or commitments affecting the financial position ofthe Company which have occurred between end of the financial year and the date of theReport.
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
No significant or material orders were passed by the regulators or Courts or Tribunalswhich impact the going concern status and Company's operation in future.
The Directors wish to convey their appreciation to all your Company's employees fortheir enormous personal efforts as well as their collective contribution to your Company'sperformance. The Directors would also like to thank the shareholders customers dealerssuppliers bankers and all other stakeholders for their continued support and theirconfidence in its management.
| ||for and behalf of the Board |
|Place : New Delhi ||R K Rajgarhia |
|Dated : July 29 2017 ||Chairman |
| ||(DIN : 00141766) |