Your Board of Directors take pleasure in presenting the 26th Board's Reportof the Company together with the Audited Financial Statements for the year ended on 31stMarch 2019.
|FINANCIAL HIGHLIGHTS || ||(Rs In Lacs) |
|PARTICULARS ||31.03.2019 ||31.03.2018 |
|Sales ||5300.02 ||5608.39 |
|Other Income ||10.71 ||7.25 |
|Total Income ||5310.73 ||5615.64 |
|Expenses ||4836.17 ||5164.64 |
|Earnings before depreciation finance costs and taxes ||474.56 ||450.91 |
|Less: Depreciation and Finance Costs ||370.94 ||337.62 |
|Profit/ (Loss) before taxation ||103.62 ||113.29 |
|Tax Expenses ||50.58 ||101.10 |
|Balance Surplus Carried to Balance Sheet ||53.04 ||12.19 |
STATEMENT OF COMPANY'S AFFAIRS
During the year under review the Company achieved the sales turnover of Rs 5300.02Lacs as against Rs 5608.39 Lacs of the previous financial year. The profit before tax andprofit after tax are at Rs 103.62 Lacs and Rs 53.04 Lacs respectively for the FinancialYear 2018 19 as Rs 113.29 Lacs and Rs 12.19Lacs for the previous financial year.
The Company has not transferred any amount to reserves during the year under review.
The Company is putting continuous effort to expand its existing infrastructure so theCompany is not in a position to declare any dividend for the year. Therefore no dividendis proposed to be declared.
The Company has not accepted any deposits from the public or its employees during theyear under review.
The paid up equity capital of the Company is Rs 46242200 divided into 4624220equity shares of Rs 10 each. The Company has not come out with any issue of securitiesduring the year.
MATERIAL CHANGES AND COMMITMENTS
The company has not made any material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of this report.
Thirteen Meetings of Board of the Directors were convened and held during the year.
As on closing of the year the board of directors was comprised of Five Directors withan optimum combination of Executive Non Executive and Independent Directors. Thecomposition of the Board and category of Directors is as follows:
|S. NO. ||NAME OF DIRECTOR ||CATEGORY |
|1 ||Shri Saket Dalmia ||Promoter Managing & Executive Director |
|2 ||Shri Amit Dalmia ||Non Executive Director |
|3 ||Smt. Usha Sharma ||Non Executive Director |
|4 ||Shri Pradip Asopa ||Independent Non Executive Director |
|5 ||Shri Anil Kumar ||Independent Non Executive Director |
The Board meets regularly and is responsible for the proper direction and management ofthe Company.
In accordance with the provisions of the Articles of Association of the Company Mr.Amit Dalmia (DIN: 00083646) retire by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment.
Mr. Pradip Asopa (DIN: 03146430) and Mr. Anil Kumar (DIN: 02165151) had been reappointed as Independent Directors of the Company 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 meet the criteria ofindependence as laid down under Section 149(6) of the Act. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and Rules made thereunder and are independent of the management.
PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. TheNomination 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 AND INDEPENDENCE OF ADIRECTOR
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of Section178(3) of the Act.
|Qualifications: ||A transparent Board nomination process is in place that encourages diversity of thought experience knowledge perspective age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. |
| ||While recommending the appointment of a Director the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board. |
|Positive Attributes: ||In addition to the duties as prescribed under the Act the Directors of the Board of the Company are also expected to demonstrate high standards of ethical behavior strong interpersonal and communication skills and soundness of judgment. |
| ||Independent Directors are also expected to abide by the Code of Independent Directors as outlined in Schedule IV to the Act |
|Independence: ||In accordance with the above criteria a Director will be considered as an Independent Director' if he/she meets with the criteria for Independent Director' as laid down in the Companies Act 2013. |
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of the Act the Board has carried out an annual evaluationof its own performance performance of the Directors as well as the evaluation of theworking of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria and theperformance evaluation process for the Board its Committees and Directors. The Board'sfunctioning is evaluated on various aspects including inter alia degree of fulfillment ofkey responsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.
Directors were evaluated on aspects such as attendance contribution at Board/Committeemeetings and guidance/support to the management outside Board/Committee meetings. TheCommittees 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 out by the Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors who also reviewed the performance of the Board itsCommittees and the Directors.
The Chairman of the Board provided feedback to the Directors on the significanthighlights with respect to the evaluation process of the Board.
|STATUTORY AUDITORS: ||M/s. Ellahi Goel & Co. Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. |
|SECRETARIAL AUDITOR: ||Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company had appointed M/s. R Miglani & Co. Company Secretaries to undertake the Secretarial Audit of the Company for the year ended on 31st March 2019. The Secretarial Audit Report is annexed as Annexure I. |
The Auditors' Report for the Financial Year ended 31st March 2019 do not contain anyqualification reservation adverse remark or disclaimer.
The Auditors have confirmed that their appointment if made would be within thelimits prescribed under Section 141(3) (g) of the Companies Act 2013 and that they arenot disqualified in terms of Section 139 of the Companies Act 2013.
Qualification of Secretarial Auditor in Secretarial Audit Report for the Financial Yearended 31st March 2019 is self explanatory.
REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the Statutory auditors nor the secretarialauditors have reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against your Company by its officers and employeesthe details of which would need to be mentioned in the Board's Report.
MAINTAINENCE OF COST RECORDS
Cost records have been made and maintained by your Company as specified by the CentralGovernment under Sub-Section (1) of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014.
As on closing of the year the Audit Committee of the company comprised ThreeNon-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:
|Name of the Director ||Designation ||Attendance at Committee Meeting |
| || ||Held ||Attended |
|Mr. Pradip Asopa ||Chairman ||4 ||4 |
|Mrs. Usha Sharma ||Member ||4 ||4 |
|Mr. Anil Kumar ||Member ||4 ||4 |
Statutory Auditors were invited to participate in the meetings of Audit Committeewherever necessary.
During the financial year ended 31st March 2019 the Audit Committee of thecompany met four times. The dates of the meetings were 19th May 2018 03rdAugust 2018 03rd November 2018 and 01st February 2019.
The Board has accepted all the recommendations of the Audit Committee during the year.
KEY MANAGERIAL PERSONNEL
In compliance with provisions of Section 203 of the Companies Act 2013 during theFinancial Year 2016-17 The Managing Director Chief Financial Officer and the CompanySecretary have been nominated as Key Managerial Personnel.
Mr. Gaurav Kumar had resigned from the position of C.F.O. on 14th August2018 and Mr. Sandeep Kumar Chartered Accountant had been appointed as C.F.O KMP ofthe Company.
The Properties and insurable assets and interest of your Company such as buildingsplant & 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 Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financial year ended March31 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for the year under review;
(iii) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) That the directors had prepared the annual accounts on a going concern basis forthe financial year ended on March 31 2019;
(v) That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments if any covered under the provisionsof Section 186 of the Companies Act 2013 have been stated in the notes to the FinancialStatements forming part of Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 the following information is provided:
A. CONSERVATION OF ENERGY
Our Company is not an energy intensive unit however regular efforts are made toconserve 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 4572259.70 in foreigncurrency.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Statement containing information as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure II.
The detail of top ten employees in terms of remuneration drawn as per the provisions ofRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 have been included in Annexure III.
There were no other employees in receipt of remuneration as prescribed under theprovisions of Rule 5 (2)(i) (ii) and (iii) and Rule 5 (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
VIGIL MECHANISM FOR EMPLOYEES E.T.C.
Your Company has established a vigil mechanism for reporting of concerns which is incompliance of the provisions of Section 177 of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and listing regulations. TheVigil Mechanism provides for framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or other unfairpractice being adopted by them. Adequate safeguards are provided against victimization tothose who avail of the mechanism and access to the Chairman of the Audit Committee inexceptional cases is provided to them.
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 The Annual Return as on 31st March2019 is available on your Company's website; www.pgil.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
During the year ended March 31 2019 your company has achieved gross sales of Rs647275520.20 /- in the current financial year as against Rs 650526902.57 /- duringthe previous financial year.
FORWARD LOOKING STATEMENTS
This MD&A includes information that is forward-looking in nature. Such statementsconcern the future earnings of the Company its operations its financial results and itsfinancial situation. Such forward-looking statements can be identified through use ofexpressions such as "believe" "foresee" "anticipate""estimate" "expect" and other similar types of terms. Such statementsare based on the information available at the time that they were made and on the goodfaith of management according to information available at this time. The statementsinclude an element of uncertainty and the actual results may be significantly differentfrom the assumptions and estimations described in the forward looking statements.
The actual results will be affected by numerous factors over which the Company has noinfluence. Consequently we recommend against placing undue trust in such forward-lookingstatements since future events and actual results may differ significantly from ourforecasts.
The Industry: Opportunities & Threats
The Company's main business is cutting finishing and trading of Imported Marbles butit 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 of Imported Marbles andSlabs. The Company's strategy is to strengthen its business with the objective of longterm growth. Its growth depends on the development of the Real Estate Sector. Now a day'sReal Estate Sector is developing day by day and the demand for the Imported Marbles alsoincreasing day by day.
The Company's Import is based on the Government policies as laid by them.
Internal Control Systems and Cost:
The Company has a proper and adequate system of internal controls to ensure that allthe assets are safeguarded protected against loss from unauthorized use or dispositionand that transactions are authorized recorded and reported correctly. The companyconducts 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 force to accelerate thegrowth of the organization right from its inception and it has been the company'scontinuous endeavour to create an environment where people excel and feel a sense ofbelongingness to the organization. The Company makes a continuous and concerted effortsnot only to groom its human resources to meet with the present and future challenges inthe field of Technology and Management functions but also focuses on providing anenvironment conductive for growth of employees and organization in the rapidly changingindustrial scenario. To support the growing and expanding business needs talentacquisition and development at all levels have been regularly groomed through need basedtraining & development programmes organized by inviting expert faculties from outsideas well as with the help of internal faculties the employees to attend specializedtraining programmes organized by the reputed training institutes in the country.
The Company has always remained conscious about the importance of safety environmentand health aspects and accordingly training programmes on safety awareness etc wereorganized in house during the year.
The Company is continuously endeavoring to improve industrial relations by proactiveinitiatives / actions and results very harmonious cordial and healthy industrialrelations though out the year led to an atmosphere conducive for the sustenance of growthand enrichment of value for the shareholders.
INTERNAL FINANCIAL CONTROLS
The Directors had laid down internal financial controls to be followed by the Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's 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 information.
INFORMATION REGARDING MERGER
The Board of Directors of the company in its meeting held on 22nd September2017 at 03:30 P. M. and concluded at 06:30 P.M. and on recommendation of Audit Committeeinter alia approved the draft scheme of amalgamation of Priceless Overseas Limited(Unlisted Company) (amalgamating company) into P G Industry Limited (listed Company)(amalgamated company) with effect from closing hours of March 31 2017 ("AppointedDate") pursuant to sections 230 to 232 of the Companies Act 2013 and subject toapproval of the NCLT New Delhi Bench and such other authorities as may be required. TheCompany received Observation letter from BSE Limited under Regulation 37 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 on 21 February 2018.
Hon'ble NCLT New Delhi Bench vide its Order Dated 29.05.2018 and 07.06.2018 orderedconvening of meetings of Equity Shareholders of P G Industry Limited Unsecured Creditorsof P G Industry Limited and Priceless Overseas Limited on 30 July 2018 for approval ofDraft Scheme of Amalgamation between P G Industry Limited and Priceless Overseas Limited.The aforesaid meetings were duly convened and held as per order of Hon'ble NCLT DelhiBench and passed required resolutions as per Section 230 of the Companies Act 2013.
The Second motion Petition for approval of amalgamation is pending at Hon'ble NCLTbench at New Delhi for disposal.
DETAILS IN RESPECT OF FRAUDS
No fraud has been reported by auditors under sub section (12) of section 143 ofthe Act other than those which are reportable to Central government.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No order has been passed by the regulators or Courts or Tribunals impacting the goingconcern status and Company's operations in future.
CORPORATE GOVERNANCE REPORT
Your Company is not required to comply with the provisions of Corporate Governanceaccording to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT 2013:
Your Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Your Directors express their sincere thanks and appreciation for the cooperationreceived from the Investors Shareholders Banks and Business Associates during the yearunder review. Your Directors also wish to place on record their appreciation for theexcellent performance and contribution of the Employees to the Company's progress duringthe year under review.
| ||For and on behalf of the Board |
|Place: New Delhi || |
|Date: 23rd August 2019 || |
| ||Sd/- |
| ||Amit Dalmia |
| ||(Chairperson) |
| ||DIN:0003646 |