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PG Foils Ltd.

BSE: 526747 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE078D01012
BSE LIVE 15:40 | 18 Aug 123.30 -5.15
(-4.01%)
OPEN

122.70

HIGH

132.00

LOW

105.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 122.70
PREVIOUS CLOSE 128.45
VOLUME 12734
52-Week high 161.00
52-Week low 53.70
P/E 5.51
Mkt Cap.(Rs cr) 100
Buy Price 124.90
Buy Qty 259.00
Sell Price 0.00
Sell Qty 0.00
OPEN 122.70
CLOSE 128.45
VOLUME 12734
52-Week high 161.00
52-Week low 53.70
P/E 5.51
Mkt Cap.(Rs cr) 100
Buy Price 124.90
Buy Qty 259.00
Sell Price 0.00
Sell Qty 0.00

PG Foils Ltd. (PGFOILS) - Director Report

Company director report

Dear Shareholders

The Board presents its 36th Annual Report and the Audited Statements of Accounts of theCompany for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

(Rs in Lacs)

Particulars 2014-15 2013-14
Total Revenue 25832.84 19745.05
Total Expenses 24346.08 19575.30
Profit/(Loss) before Depreciation Tax and Extraordinary Items 1486.76 169.75
Less: Depredation 239.14 290.71
Profit/(Loss) before Taxation and Extraordinary Items 1247.62 (120.96)
Add: Extraordinary Items (440.03) 832.67
Profit before Tax 807.59 711.71
Less: Current Tax 356.27 256.75
Less/(Add): Deferred Tax (10.20) (91.65)
Profit for the year 461.52 546.61

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided toretain and plough back the profitsinto the business of theCompany thus no dividend is being recommended for thisyear.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover of Rs. 27380.92 Lacs as againstRs. 20508.89 Lacs in the previous year.

Profit before tax and extra ordinary income has increased to Rs. 1247.62 Lacs from Lossof Rs. 120.96 Lacs of previous year mainly due to improvement in margin and increase inproduction on account of closer of few foil manufacturing units.

Exports have increased to Rs. 1806.59 Lacs from Rs. 1698.15 Lacs.

ISO 9001 -2008 CERTIFICATION

The company have been awarded ISO 9001:2008 certificate on 01 st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Shri Sahil P. Shah is liable to retire by rotation and being eligible offershimself for re-appointment.

Pursuant tothe provisions of Section 161(1) of die Companies Act 2013 and the Articlesof Association of the Company Mrs. Sakshi S Shah was appointed as Additional Directorw.e.f. 27th March 2015 and he shall hold office up to the conclusion of 37th AnnualGeneral Meeting of the Company

in the calendar year 2016 and in respect of whom the compan y has received a notice inwriting under section 149of the Companies act 2013 from a member proposing hiscandidature for the office of director be and is hereby appointed as woman director thecompany Mrs. Sakshi S Shah is not disqualified from being appointed as a Director in termsof Section 164 of the Act and have given their consent to act as Director.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers Supervisors &Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI) theCompany's shares are being compulsorily traded in the dematerialization mode with effectfrom 2nd of April 2001. Necessary agreements have been entered by the Company with NSDLCDSL and with M/s Sharepro Services (India) Private Limited who is registrar for transferof shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT According to provision of Clause (c) sub-section (3)of section 134 of company act 2013 of your Directors would like to inform the members thatthe audited accounts for the financial year 31 st March 2015 are in full conformity withthe requirements of the Companies Act 2013. The financial results are audited by thestatutory auditors M/S Sharma Ashok Kumar & Associates Chartered Accountants Pali.The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of theAnnual Accounts and proper explanations have been furnished relating to materialdepartures if any;

b. Accounting Policies have been selected and applied consistently and reasonably andprudent judgments have been made so as to give a true and fair view of the state ofaffairs of the Company as at 31 st March 2015 and of the profit of the Com pany for theyear ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over theyears and lays strong emphasis on transparency accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underClause 49 of the Listing Agreement(s) with the Stock Exchange(s) forming part of theAnnual Report.

PARTICULARS OF LOAN INVESTMENT & GUARNTEE

The company have complied with all the provisions of section 186 of companies act 2013in relation to Loan Investment & Guarantee given by the company during the financialyear ended 31 st

March 2015.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whisde Blower Policy. The policy provides achannel to the employees to report to the management concerns about unethical behaviouractual or suspected fraud or violation of the code of conduct policy. The mechanismprovides for adequate safeguards against victimization of employees to avail of themechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. None of the personnel of the Company has been denied access to theAudit Committee.

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 of companies act 2013 is furnished in Note no. 50 and is attached to thisreport

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirement as stipulated in Section 149(6) of the Companies act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies act 2013 and the relevant rules.

AUDITORS

M/s Sharma Ashok Kumar & Associates Charted Accountants Pali the Auditors of theCompany to audit the accounts of the company for the Financial Year 2015-16. As requiredunder the provisions of the Section 139 of the companies act 2013 the Company hasobtained written confirmation from M/s Sharma Ashok Kumar & Associates CharteredAccountants Pali aware that their appointment if made would be in conformity with thelimits specified in the Section. AUDITOR'S REPORT

Observations in the Auditor's Report read with relevant notes forming part of theaccounts are self-explanatory and give the required information.

COST AUDIT

M/s. Rajesh & Company Cost Accountants Jaipur have been appointed for auditingcost accounting records of the Company for the year ending 31 st March 2016. Pursuant tothe provisions of Section 148 of the Companies Act 2013 and the Rules made there underMembers are requested to consider the ratification of the remuneration payable to M/s.Rajesh & Company Cost Accountants Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2014-15 was30th September 2015. The Company has filed the Reports with the Ministry of CorporateAffairs within due date.

The Company has received letter from Cost Auditor to the effect that theirre-appointment if made would be within the prescribed limits under Section 141(3) (g) ofthe Companies Act 2013 and that they are not disqualified for reappointment SECRETARIALAUDIT

During the year under review M/S M Sancehti & Associates Practicing CompanySecretary who was appointed as the Secretarial Auditor of the Company has issued the auditreport in respect of the secretarial audit of the Company for the financial year endedMarch 31 2015. The Secretarial Audit Report which forms a part of the Annual Report isself explanatory and requires no comments.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2014-2015 no complaints were received by the Company related to sexualharassment CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUTGO

Information in accordance with the provision of the Clause (m) of sub-section (3) ofsection 134 read with Companies Disclosure of particulars in the report of Board ofDirectors Rules 2014 regarding conservation of Energy Technology absorption &Foreign Exchange earnings and outgo is given in the Annexure "A" forming part ofthis report EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAMIERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTThere was no qualifications reservations or adverse remarks made by the auditors in theirreport.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Companyfrom its employees. It also places on record its deep gratitude for the unstinted supportthe Company has received from the Banks Institutions the Central Government the variousState Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by theMembers in the Company.

REGISTERED OFFICE
6 Neptune Tower By order of the Board
Ashram Road For P G Foils Limited
AHMEDABAD-380 009
Place : Pipalia Kalan ( PANKAJ P SHAH )
Date : August 11 2015 Managing Director

STATEMENT OF PARTICULARS UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES 1988

(A) CONSERVATION OF ENERGY

(1) POWER & FUEL CONSUMPTION

CURRENT

YEAR

PREVIOUS

YEAR

(a) ELECTRICITY
(a) Purchased ( Unit KWH) 8730138 7716495
Total Amount (Rs.) 55757876 46237092
Rate per unit (Rs.) 6.38 5.99
(b) Own generation
(i) Through Diesel/ LDO N.A. N.A.
Generator (Units)
Unit per liter of Diesel/LDO D N.A. N.A.
Diesel/LDO Cost per liter N.A. N.A.
(ii) Through steam Turbine N.A. N.A.
Generator Unit
(b) COAL N.A. N.A.
fc) -FURNACE-Ott. N.A. N.A.
Quantity(Liters) N.A. N.A.
Total amount (Tin lacs) N.A. N.A.
Average rate (per fiter) N.A. N.A.

(d) OTHER/INTERNAL GENERATION

(2) CONSUMPTION PER UNIT OF PRODUCTION

Aluminium Foil including Poly coated Cable wrap & laminated flexible packaging

Electricity 1206 Kwh Per MT 1539 Kwh Per MT
Furnace Oil N.A. N.A

(B) TECHNOLOGY ABSORPTION

Efforts made in technology absorption are mentioned in form "B"

(C) FOREIGN EXCHANGE EARNING AND OUTGO

The company has made Export worth Rs. 1806.59 Lacs during the year. Total foreignexchange utilized Rs. 13255.93 Lacs.

FORM 'B'

FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION RESEARCH & DEVELOPMENT

Research and Development (R&D) and benefits derived thereon:

(1) Specific areas in which R&D carried out by the company

a) Development of foil suitable for export mainly for Bangladesh.

b) Manufacturing of thin & ultra thin gauge (light g?uge) aluminium foil of finerthickness from 6 micron to 200 micron and in widths from 10mm to 1000 mm.

c) Better control in process for improvingquality of output

d) Power auditfor saving energy and cost

e) Development of imported foil substitute at new plant.

f) Establishment of ultra modern quality control equipments

2) Benefits derived as result of the above R&D:-

a) Increase in export orders of Bangladesh & other countries

b) Maintaining competitive position in domestic market saving in power cost

c) Cost reduction in various consumables

d) Reduction in scrap percentage.

e) High Product Quality one of the best in country.

f) Reduction in power consumption by 20%

3) Future plan of Action

a) To achieve zero defect quality.

b) Development of ultra light gauge and other foils as substitute of cheaper importedfoil.

c) To create unique product range using different specifications.

4) Expenditure on R& D:-

Capital Expenditure as well as recurring expenditure incurred from time to time duringthe year on laboratory equipments tools spares handling equipments and salaries ofresearch personnel remain merged with various heads as per established accounting policyand expenditures incurred during the year under review on Research & Development areas follows:

(a) Capital Expenditure: NIL

(b) Recurring expenditure: Rs 209361/-

(c) Total research & Development expenditure : Rs. 209361/-

(d) Total R&D Expenditure as a percentage of total turnover: 0.0001%