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PG Foils Ltd.

BSE: 526747 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE078D01012
BSE LIVE 15:47 | 22 Nov 182.40 -4.65
(-2.49%)
OPEN

183.30

HIGH

185.40

LOW

177.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 183.30
PREVIOUS CLOSE 187.05
VOLUME 23040
52-Week high 198.90
52-Week low 69.80
P/E 9.02
Mkt Cap.(Rs cr) 148
Buy Price 0.00
Buy Qty 0.00
Sell Price 182.00
Sell Qty 880.00
OPEN 183.30
CLOSE 187.05
VOLUME 23040
52-Week high 198.90
52-Week low 69.80
P/E 9.02
Mkt Cap.(Rs cr) 148
Buy Price 0.00
Buy Qty 0.00
Sell Price 182.00
Sell Qty 880.00

PG Foils Ltd. (PGFOILS) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the 38th Annual Report together with the AuditedFinancial Statements of the Company for the Financial Year ended March 312017.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)
Particulars 2016-17 2015-16
Total Revenue 25633.92 21730.38
Total Expenses 22979.83 21047.89
Profit/(Loss) before Depreciation Tax and Extraordinary Items 2654.09 682.49
Less: Depreciation Profit/(Loss) before Taxation and Extraordinary Items (252.73) (274.79)
2401.36 407.70
Add: Extraordinary Items NIL 999.94
Profit before Tax 2401.36 1407.64
Less: Current Tax 533.93 482.31
Less/(Add): Deferred Tax 54.40 (43.51)
Profit for the year 1813.04 968.84

DIVIDEND AND TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year. Duringthe year Board of Directors declared Interim Dividend @ 11% of Rs 1.10 per Equity Share ofRs 10/- each on 06th March 2017 which has been paid. No final dividend was recommended bythe Board and the Interim Dividend declared is the Dividend on the Equity Shares of theCompany for the Financial Year Ended March 2017.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover excluding trading turnover ofRs. 249.61 Crores as against Rs. 232.44 Crores in the previous year.

Profit before tax for the year is Rs. 24.01 Crores compared to profit of Rs. 14.08Crores in last year higher mainly due to extraordinary receipts.

Exports have increased to Rs. 2448.28 Lacs from Rs. 1710.85 Lacs in last year.

ISO 9001-2008 CERTIFICATION

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

DIRECTORS

Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Smt. Sakshi S Shah are liable to retire by rotation at the forth comingAnnual General Meeting and being eligible offers himself for re-appointment. Further theBoard of Directors appointed Shri Sahil P Shah (DIN 01603118) as Whole-time Director ofthe Company with designation "Executive Director" for a period of five yearseffective from April 1 2017 subject to the approval of the Shareholders at the ensuingAnnual General Meeting. A Resolution to this effect is included as part of the Noticeconvening the forthcoming Annual General Meeting.

AWARD & RECOGNITION

Our Beloved Shri Pankaj P Shah Managing Director has been honored and awarded"Indian Leadership Award for Industrial Development" by All India AchieversFoundation New Delhi and Manufacturer of the year in Foil Industry of India by Times ofIndia Group Jaipur.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI (LODR) Regulations 2015 Report on Management Discussion and Analysisis annexed separately.

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 BigShare Services Private Limited who is registrar for transfer ofshares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013of your Directors would like to inform the members that the audited accounts for thefinancial year 31st March 2017 are in full conformity with the requirements of theCompanies Act 2013. The financial results are audited by the statutory auditors M/SSharma 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 31st March 2017 and of the profit of the Company for the yearended 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 SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act 2013 a CorporateSocial Responsibility (CSR) Committee was constituted. Details of CSR activities asrequired under Section 135 of the Companies Act 2013 are given in Annexure 'B'.

CORPORATE GOVERNANCE

It has been the Endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this AnnualReport:

i) Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement Personnel;

ii) Management Discussion and Analysis Report;

iii) Report on Corporate Governance;

iv) Auditor's Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN INVESTMENT & GUARNTEE

The company has 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 31st March 2017.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle 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.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013& as per Regulation 22 SEBI (LODR) Regulations 2015 Company have made a formal VigilMechanism Policy which provides detailed procedure to protect the i nterest of employeesof the Company.

Your Company has in place a vigil mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of yourCompany's Code of Conduct. Adequate safeguards are provided against victimization to thosewho avail of the mechanism and direct Access to the Chairman of the Audit Committee inexceptional cases. The Vigil Mechanism is available on your Company's websitewww.pgfoils.in

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. 45 and is attached to thisreport.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with itssize and nature of business. The Company has identified and documented all key internalfinancial controls which impact the financial statements as part of its StandardOperating Procedures (SOP). The SOP's are designed for all critical processes across allits plants and offices wherein financial transactions are undertaken.

The financial controls are tested for operating effectiveness through ongoingmonitoring and review process of the management and independently by the internalauditors. In our view the internal financial controls affecting the financial statementsare adequate and are operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill the entire requirement as stipulated in Section 149(6) of the Companies act 2013so as to qualify themselves to be appointed as Independent Directors under the provisionsof the 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 2016-17. 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 31st March 2018. 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.M/s. Rajesh & Company Cost Accountants Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2016-17 was30th September 2017. The Company has filed the Reports with the Ministry of CorporateAffairs within due date. The Company has received letter from Cost Auditor to the effectthat their re-appointment if made would be within the prescribed limits under Section141(3) (g) of the Companies Act 2013 and that they are not disqualified forre-appointment.

SECRETARIAL AUDIT

During the year under review M/S M Sancheti & 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 312017. 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 2016-2017 no complaints were received by the Company related to sexualharassment

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND 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.

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 10 2017 Managing Director
DIN 00160558

ANNEXURE "A" TO DIRECTOR'S REPORT

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) 10291376 8986819
Total Amount (Rs.) 77490263 64475304
Rate per unit (Rs.) 7.53 7.17
(b) Own generation
(i) Through Diesel/ LDO N.A. N.A.
Generator (Units)
Unit per liter of Diesel/LD DO 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.
(c) FURNACE OIL N.A. N.A.
Quantity(Liters) N.A. N.A.
Total amount ('In lacs) N.A. N.A.
Average rate (per liter) 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 1229 Kwh Per MT 1310 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. 2448.28 Lacs during the year. Total foreignexchange utilized Rs. 14694.51 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 gauge) aluminum foil of finerthickness from 6 micron to 200 micron and in widths from 10mm to 1000 mm.

c) Better control in process for improving quality of output

d) Power audit for 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 6%

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 : NIL

(c) Total research & Development expenditure : NIL

d) Total R&D Expenditure as a percentage of total turnover : NIL

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 10 2017 Managing Director
DIN 00160558