P.G. Industry Ltd.
|BSE: 531281||Sector: Others|
|NSE: N.A.||ISIN Code: INE807H01015|
|BSE 00:00 | 13 Feb||23.00||
|NSE 05:30 | 01 Jan||P.G. Industry Ltd|
P.G. Industry Ltd. (PGINDUSTRY) - Director Report
Company director report
Your Board of Directors take pleasure in presenting the 25th Board'sReport of the Company together with the Audited Statement of the Accounts for the yearended on 31st March 2018.
During the year under review the Company achieved the sales turnoverof Rs 5608.39 Lacs as against
Rs 4647.51 Lacs of the previous financial year. The profit before taxand profit after tax are at Rs 113.29 Lacs and Rs 12.19 Lacs respectively for theFinancial Year 2017 18 as against Rs 76.48 Lacs and Rs 45.89 Lacs for the previousfinancial year.
The Company has not transferred any amount to reserves during the yearunder review.
The Company is putting continuous effort to expand its existinginfrastructure so the Company is not in a position to declare any dividend for the year.Therefore no dividend is proposed to be declared.
The Company has not accepted any deposits from the public or itsemployees during the year under review.
The paid up equity capital of the Company is Rs 46242200 dividedinto 4624220 equity shares of Rs 10 each. The Company has not come out with any shareissue during the year.
MATERIAL CHANGES AND COMMITMENTS
The company has not made any material changes and commitments affectingthe financial position of the company which have occurred between the end of the financialyear of the company to which the financial statements relate and the date of this report.
Fourteen Board Meetings were convened and held during the year.
As on March 31 2018 the board comprised of Five Directors with anoptimum combination of Executive Non Executive and Independent Directors. The compositionof the Board and category of Directors is as follows:
The Board meets regularly and is responsible for the proper directionand management of the Company.
In accordance with the provisions of the Articles of Association of theCompany Mrs. Usha Sharma (DIN: 07155779) retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment.
Mr. Pradip Asopa (DIN: 03146430) and Mr. Anil Kumar (DIN: 02165151)Independent Directors of the Company whose term of office expiring on 31st March 2019 andthe Board has recommended re appointment of Mr. Pradip Asopa (DIN: 03146430) and Mr. AnilKumar (DIN: 02165151) as Independent Director for another term of Five Years w.e.f. 01stApril 2019.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meetthe criteria of independence as laid down under Section 149(6) of the Act. In the opinionof the Board they fulfill the conditions of independence as specified in the Act andRules made there under and are independent of the management.
PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee is responsible for developingcompetency requirements for the Board based on the industry and strategy of the Company.The Nomination and Remuneration Committee reviews and evaluates the resumes of potentialcandidates vis-a-vis the required competencies. The Nomination and Remuneration Committeealso meets with potential candidates prior to making recommendations of their nominationto the Board. At the time of appointment specific requirements for the positionincluding expert knowledge expected is communicated to the appointee.
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ANDINDEPENDENCE OF A DIRECTOR
The Nomination and Remuneration Committee has formulated the criteriafor determining qualifications positive attributes and independence of Directors in termsof Section 178(3) of the Act.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Act the Board has carried out anannual evaluation of its own performance performance of the Directors as well as theevaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluationcriteria and the performance evaluation process for the Board its Committees andDirectors. The Board's functioning is evaluated on various aspects including inter aliadegree of fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning.
Directors were evaluated on aspects such as attendance contribution atBoard/Committee meetings and guidance/support to the management outside Board/Committeemeetings. The Committees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried outby the Board. The performance evaluation of the Chairman and the Non Independent Directorswas carried out by the Independent Directors who also reviewed the performance of theBoard its Committees and the Directors.
The Chairman of the Board provided feedback to the Directors on thesignificant highlights with respect to the evaluation process of the Board.
The Auditors' Report and the Secretarial Audit Report for the FinancialYear ended 31st March 2018 do not contain any qualification reservation adverse remarkor disclaimer.
The Auditors have confirmed that their appointment if made would bewithin the limits prescribed under Section 141(3) (g) of the Companies Act 2013 and thatthey are not disqualified in terms of Section 139 of the Companies Act 2013.
As on March 31 2018 the Audit Committee of the company comprisesThree Non-Executive Directors of which two of them are Independent. The Chairman of thecommittee is an independent Director having financial and accounting knowledge. Thecomposition of Audit Committee and attendance of Directors at committee meetings is shownbelow:
Statutory Auditors were invited to participate in the meetings of AuditCommittee wherever necessary.
During the financial year ended 31st March 2018 the Audit Committee ofthe company met five times. The dates of the meetings were 19th May 2017 01st August2017 16th September 2017 02nd November 2017 and 01st February 2018.
The Board has accepted all the recommendations of the Audit Committeeduring the year.
KEY MANAGERIAL PERSONNEL
In compliance with provisions of Section 203 of the Companies Act2013 during the Financial Year 2016-17 The Managing Director Chief Financial Officerand the Company Secretary have been nominated as Key Managerial Personnel.
Mr. Aman Agarwal had resigned from the position of C.F.O. on 13thFebruary 2018 and Mr. Gaurav Kumar Chartered Accountant had been appointed as C.F.O fromthat date.
The Properties and insurable assets and interest of your Company suchas buildings plant & machinery and stocks among others are adequately insured.
During the year the Company has not issued any bonus shares.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financialyear ended March 31 2018 the applicable accounting standards had been followed along withproper explanation relating to material departures;
(ii) That the directors had selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year and of the profit or loss of the company for the year underreview;
(iii) That the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv) That the directors had prepared the annual accounts on a goingconcern basis for the financial year ended on March 31 2018;
(v) That the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(vi) That the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments if any covered underthe provisions of Section 186 of the Companies Act 2013 have been stated in the notes tothe Financial Statements forming part of Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Pursuant to Section 134 (3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 the following information is provided:
A. CONSERVATION OF ENERGY
Our Company is not an energy intensive unit however regular effortsare made to conserve energy.
B. RESEARCH AND DEVELOPMENT
The Company did not have any activity during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year the Company had made expenditure of Rs 5495907.00 inforeign currency.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Statement containing information as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed as Annexure II.
The detail of top ten employees in terms of remuneration drawn as perthe provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 have been included in Annexure III.
There were no other employees in receipt of remuneration as prescribedunder the provisions of Rule 5 (2)(i) (ii) and (iii) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn in Form MGT-9 is annexed herewith as Annexure IV.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
During the year ended March 31 2018 your company has achieved grosssales of Rs 650526902.57 /- in the current financial year as against Rs 502843464.97/- during the previous financial year.
FORWARD LOOKING STATEMENTS
This MD&A includes information that is forward-looking in nature.Such statements concern the future earnings of the Company its operations its financialresults and its financial situation. Such forward-looking statements can be identifiedthrough use of expressions such as "believe" "foresee""anticipate" "estimate" "expect" and other similar typesof terms. Such statements are based on the information available at the time that theywere made and on the good faith of management according to information available at thistime. The statements include an element of uncertainty and the actual results may besignificantly different from the assumptions and estimations described in the forwardlooking statements.
The actual results will be affected by numerous factors over which theCompany has no influence. Consequently we recommend against placing undue trust in suchforward-looking statements since future events and actual results may differ significantlyfrom our forecasts.
The Industry: Opportunities & Threats
The Company's main business is cutting finishing and trading ofImported Marbles but it can be done only after the raw material has been purchased /imported. P G Industry is exposed to risk of price fluctuation on raw materials as well asfinished products in all its products as due to import of raw materials it has the risk ofdelaying or loss in the shipment which may cause rise in the price of the raw materialsand finished goods too. Due to increase in the Import tariff or import duties it alsoaffects the flexibility of the prices of the raw materials.
Business Outlook and Overview:
The main business of the Company is to Manufacture and Trading ofImported Marbles and Slabs. The Company's strategy is to strengthen its business with theobjective of long term growth. Its growth depends on the development of the Real EstateSector. Now a day's Real Estate Sector is developing day by day and the demand for theImported Marbles also increasing day by day.
The Company's Import is based on the Government policies as laid bythem.
Internal Control Systems and Cost:
The Company has a proper and adequate system of internal controls toensure that all the assets are safeguarded protected against loss from unauthorized useor disposition and that transactions are authorized recorded and reported correctly. Thecompany conducts audit of various departments based on an annual audit plan through SeniorExecutive of the Company along with the head of finance department. The views of thestatutory auditors are also considered to ascertain the adequacy of the internal controlsystem.
Human Resource Development:
The Company believes that its human resources have been pivotal forceto accelerate the growth of the organization right from its inception and it has been thecompany's continuous endeavour to create an environment where people excel and feel asense of belongingness to the organization. The Company makes a continuous and concertedefforts not only to groom its human resources to meet with the present and futurechallenges in the field of Technology and
Management functions but also focuses on providing an environmentconductive for growth of employees and organization in the rapidly changing industrialscenario. To support the growing and expanding business needs talent acquisition anddevelopment at all levels have been regularly groomed through need based training &development programmes organized by inviting expert faculties from outside as well as withthe help of internal faculties the employees to attend specialized training programmesorganized by the reputed training institutes in the country.
The Company has always remained conscious about the importance ofsafety environment and health aspects and accordingly training programmes on safetyawareness etc were organized in house during the year.
The Company is continuously endeavoring to improve industrial relationsby proactive initiatives / actions and results very harmonious cordial and healthyindustrial relations though out the year led to an atmosphere conducive for the sustenanceof growth and enrichment of value for the shareholders.
INTERNAL FINANCIAL CONTROLS
The Directors had laid down internal financial controls to be followedby the Company and such 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.
INFORMATION REGARDING MERGER
The Board of Directors of the company in its meeting held on 22ndSeptember 2017 at 03:30 P. M. and concluded at 06:30 P.M. and on recommendation of AuditCommittee inter alia approved the draft scheme of amalgamation of Priceless OverseasLimited (Unlisted Company) (amalgamating company) into P G Industry Limited (listedCompany) (amalgamated company) with effect from closing hours of March 31 2017("Appointed Date") pursuant to sections 230 to 232 of the Companies Act 2013and subject to approval of the NCLT New Delhi Bench and such other authorities as may berequired. The Company received Observation letter from BSE Limited under Regulation 37 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 on 21 February2018.
Hon'ble NCLT New Delhi Bench vide its Order Dated 29.05.2018 and07.06.2018 ordered convening of meetings of Equity Shareholders of P G Industry LimitedUnsecured Creditors of P G Industry Limited and Priceless Overseas Limited on 30 July 2018for approval of Draft Scheme of Amalgamation between P G Industry Limited and PricelessOverseas Limited. The aforesaid meetings were duly convened and held as per order ofHon'ble NCLT Delhi Bench and passed required resolutions as per Section 230 of theCompanies Act 2013.
DETAILS IN RESPECT OF FRAUDS
No fraud has been reported by auditors under sub section (12) ofsection 143 of the Act other than those which are reportable to Central government.
CORPORATE GOVERNANCE REPORT:
Your Company is not required to comply with the provisions of CorporateGovernance according to Regulation 15 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Your Directors express their sincere thanks and appreciation for thecooperation received from the Investors Shareholders Banks and Business Associatesduring the year under review. Your Directors also wish to place on record theirappreciation for the excellent performance and contribution of the Employees to theCompany's progress during the year under review.
For and on behalf of the Board
Sd/- Amit Dalmia (Chairperson) DIN:0003646
Place: New Delhi Date: 14th August 2018