Pacific Industries Ltd.
|BSE: 523483||Sector: Others|
|NSE: PACIFICIND||ISIN Code: INE883C01025|
|BSE 00:00 | 23 Apr||120.00||
|NSE 05:30 | 01 Jan||Pacific Industries Ltd|
|Mkt Cap.(Rs cr)||16|
|Mkt Cap.(Rs cr)||16.20|
Pacific Industries Ltd. (PACIFICIND) - Director Report
Company director report
To The Members of Pacific Industries Limited
The Board of Directors have pleasure in presenting their 29th Annual Report on thebusiness and operations of Pacific Industries Limited along with the Audited FinancialStatements for the Financial Year Ended March 312018.
1. Financial Highlights
The Standalone and Consolidated Financial Results of the company for the year ended 31st March 2018 are as follows:
(^Rs. In Lacsj
Indian Accounting Standards
The Ministry of Corporate Affairs (MCA) vide its notification in the official Gazettedated 16th February 2015 notified the Indian Accounting Standards (IND AS) which hasreplaced the existing Indian GAAP prescribed under Section 133 of the Companies Act 2013read with rule 7 of the Companies (Accounts) Rules 2014. Pursuant to the above saidnotification the Indian Accounting Standards (IND AS) is applicable on the Company forthe accounting periods beginning on or after 1 st April 2017.
2. BUSINESS OVERVIEW
Your Company continues to maintain its reputation as one of the most reputedmanufacturers 8t providers of choicest and exclusive range of Indian 6t Imported Marbles& Granites. The Company has strived to innovate in technology and marketing
and has evolved accepting the changing customer demands and aspirations.
Aggressive marketing and rational utilization of resources by the management of theCompany has been an ongoing process as usual.
The Company has visualized on many uncharted territories in terms of creating a betterfuture for itself in terms of new products and a wider range of colors and the Company iswell positioned to capture benefits of the upturn.
Your Company believes that strengthening the relationships with its existing clients isas important as adding new names to its clientele. The Company has been exploring newopportunities with its existing clients and has also widened its client base bothgeographically and numerically during the year under review and hopes to further expand itwith the introduction of e-commerce facility on its website in the coming years.
The Company has also gained and maintained a reputation for importing and distributingonly the highest quality stone while providing clients with personalized detailedattention in selecting the right material for their projects.
Personnel & Performance
Your Company has been able to develop an environment which is conducive to high growthand performance a work culture that encourages meritocracy and rewards high performers inan adequate and fair manner.
3. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and all the subsidiaries form apart of this Annual Report and have been prepared in accordance with section 129(3) of theCompanies Act 2013. A separate statement containing salient features of the FinancialStatements in prescribed format AOC-1 is annexed as Annexure-I to this report. Thisstatement also provides the details of the performance and financial position of each ofthe Subsidiary Company.
4. DIVIDEND AND TRANSFER TO RESERVE
Your Directors have not recommended any dividend for the year 2017-2018. The Board ofDirectors didn't propose to transfer any sum to the General Reserve.
5. DETAILS OF SUBSIDIARIES
The Company has the following subsidiaries and step-down subsidiaries:
Wholly owned Subsidiaries: -
a) Gaze Fashiontrade Limited a 100% Subsidiaries of the Company situated in the stateof Karnataka.
b) Gist Minerals 6t technologies Limited a 100% Subsidiaries of the Company situatedin the state of Maharashtra.
Step Down Subsidiaries: -
a) Biswas Solar Instrument Private Limited a wholly owned step-down subsidiary of theCompany.
b) Blood hound Security Company Pvt. Ltd. a wholly owned step-down subsidiary of theCompany.
c) RadhikavyapaarPvt. Ltd. a wholly owned step-down subsidiary of the Company.
d) Saha Coloured & falvour Spirit manufacture Pvt. Ltd. a wholly owned step-downsubsidiary of the Company.
There is no associate company within the meaning of section 2(6) of the Companies Act2013. There has been no material change in the nature of the business of the Subsidiaries.
6. CHANGE IN CAPITAL STRUCTURE
During the year there has been no change in the authorized share capital of theCompany.
Further the Company has not issued any shares.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year Mr. Mangi Lai Dangi Non-Executive IndependentDirectorDirector on the Board of the Company has resigned w.e.f 28th February 2018 TheBoard of Directors has placed on record its warm appreciation of the rich contributionmade by the above Director.
Further Mr. Sagarmal Agarwal Mr. Jayanti Hiralal Oza Non-Executive IndependentDirectors of the Company have completed their tenure as Independent Directors on theBoard of the Company on 29th September March 2018.
In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Mr. Kapil Agarwal is liable to retire by rotationat ensuing Annual General Meeting and being eligible offer himself for reappointment.
8. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have submitted declaration that they meet the criteria ofindependence as provided in section 149 (6) of the Companies Act 2013 and
Regulation 16(1 )(b) of SEBI (Listing and Disclosure Requirements) 2015 and there hasbeen no change in the circumstances which may affect their status as independent directorduring the year.
9. Credit Rating
The Credit Rating has been affirmed for long-term rating of ICRA - BB and for shorttermrating of ICRA- A4 on the bank facilities of the Company.
10. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 as amended from time to time has been given in the Annexure 2.
11. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS
The Company had five (5) Board Meetings during the Financial Year under review. TheBoard Meetings were held in Compliance with the Companies Act 2013. The details of thesame provided in the Corporate Governance Report.
12. EVALUATION OF THE BOARD'S PERFORAAANCE
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance its committees and individualdirectors. The criteria of evaluation is described in the "Report on CorporateGovernance" a part of this Annual Report.
The Nomination and Remuneration Policy of the Company containing criteria ofperformance evaluation of directors and payment of remuneration has been designed to keeppace with the dynamic business environment and market-linked positioning. The policy
has been duly approved and adopted by the Board pursuant to the recommendations of theNomination Remuneration and Compensation Committee of the Board which is available onthe Company's website i.e.
13. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Board has framed a policy relating to appointment of Directors payment ofManagerial remuneration Director's qualifications positive attributes independence ofDirectors and other related matters as provided under section 178(3) of the Companies Act2013 based on the recommendation of Nomination and Remuneration Committee. The details ofthis policy is explained in the Corporate Governance Report.
14. COMMITTEES OF THE BOARD
There are currently four Committee of the Board which are as follows:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Corporate Social Responsibility (CSR) Committee
d) Stakeholders' Relationship Committee
Details of all the Committees along with their composition charters and meetings heldduring the year are provided in the "Report on Corporate Governance" whichforms part of this Annual Report.
15. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility for ensuring compliances with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 andstate that:
a. In the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
b. such accounting policies as mentioned in note 1 & 2 to the financial statementshave been selected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of Financial year on 31st March 2018 and of profit and loss of theCompany for that period;
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 for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. Proper internal financial controls have been laid down which are adequate and wereoperating effectively.
f. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
16. RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were on an arm'slength basis and were in the ordinary course of business. There are no material
significant related party transactions made by the Company with Promoters DirectorsKey Managerial Personnel or other designated persons and their relatives which may have apotential conflict with the interest of the Company at large. Particulars of contracts orarrangements with related parties referred to Section 188(1) of the Companies Act 2013 inthe form AOC 2 is annexed herewith as Annexure 3.
All related party transactions is placed before the Audit Committee as well as theBoard of Directors. The Audit Committee has granted omnibus approval for related partytransactions as per the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015. The Board has also framed a policy on related party transactions andthe same is available on the Company's website i.e.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of the Company's Code of Conduct or policy. The policy is alsoavailable on the Company's website i.e. www.pacificindustriesltd.com
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has well defined mechanisms in place to establish and maintain adequateinternal controls over all operational and financial functions considering the naturesize and complexity of its business. The Company maintains adequate internal controlsystems that provide among other things reasonable assurance of recording thetransactions of its operations in all material respects and of providing protectionagainst significant misuse or loss of Company assets. Mr. Ravi Sharma CharteredAccountant was appointed as an Internal Auditor of the Company. The InternalAuditorsindependently evaluate adequacy of internal controls and audit the majority of thetransactions undertaken by the Company. Post audit reviews are carried out to ensure thataudit recommendations have been implemented. The Audit Committee of the Board of Directorswhich comprises of majority of Independent Directors inter alia reviews the adequacy andeffectiveness of internal Control and monitors implementation of Internal Auditobservations.
19. LISTING OF SHARES
The shares of the Company are listed on BSE Limited and the listing fee for the year2018-19 has been duly paid.
20. AUDITORS ANDAUDITORS' REPORT
A. Statutory Auditors
The board has appointed of M/s Ravi Sharma & Co. Chartered Accountants Jaipur
(Firm Registration No. 015143C) as Statutory Auditors of the Company for Five (5) yearsbeginning form the conclusion of ensuing 28th AGM to till the Conclusion of ensuing 33rdAGM subject to ratification of their appointment by the Shareholders at every interveningAnnual General Meeting.
Pursuant to the provisions of Companies (Amendment) Act 2017 as notified on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every intervening Annual General Meeting (AGM). Accordingly inline with the aforesaid provisions and pursuant to the resolution passed at 28th AGM theCompany at ensuing AGM is proposing to ratify the appointment of auditors from theconclusion of 29th AGM till the conclusion of 33rd AGM to conduct the statutory audit ofthe Company without further annual ratification by members at every subsequent AGM. Thestatutory auditors of the Company have submitted Auditors' Report on the financialstatements (standalone and consolidated) of the Company for the financial year ended 31stMarch 2018. There is qualification or adverse remark contained in the Statutory Auditors'Report attached to Balance Sheet as at 31st March 2018. Information referred in Auditors'Report are self-explanatory and do not call for any further comments.
B. Secretarial Auditor
The board has appointed M/s S Hirawat & Associates Practising Company Secretariesas secretarial auditor of the Company for the FY 2017-18 as per the provisions of Section204 of Companies Act 2013 and rules made thereunder.
The Secretarial Audit Report for the financial year 2017-18 is attached herewith asAnnexure 4. The report does not contain any reservation qualification or adverse remarkInformation referred in the Secretarial Auditor Report are self-explanatory and do notcall for any further comments.
21. PARTICULARS OF LOANS GUARANTEESAND INVESTMENTS
The particulars of loans guarantees and investments made under section 186 of theCompanies Act 2013 by the company to other Body Corporates or persons have beendisclosed in notes to the financial statements.
The Company has neither accepted nor renewed any deposits during the year under review.
23. EXTRACT OF ANNUAL RETURN
As provided under section 92(3) of the Companies Act 2013 the extract of annual returnis given in Annexure-5 in the prescribed form MGT-9 which forms part of this report.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As required under Section 135 of the Companies Act 2013 the Board of Directors hasconstituted a Corporate Social Responsibility (CSR) Committee to formulate and recommendto the Board a Corporate Social Responsibility (CSR) Policy which shall indicate theactivities to be undertaken by the Company as specified in Schedule VII of the CompaniesAct 2013 to recommend the amount of expenditure to be incurred on the activities and tomonitor the Corporate Social Responsibility Policy of the Company from time to time. Thecomposition of CSR Committee has been given in Annual Report on CSR activities.
The Annual Report on CSR activities is annexed herewith as Annexure- 6.
25. PREVENTION OF INSIDERTRADING
In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board has adopted a code of conduct and code ofpractices and procedures for fair disclosure of unpublished price sensitive information topreserve the confidentiality of price sensitive information prevent misuse thereof andregulate the trading by Insiders.The code of practice and procedures for fair disclosureof unpublished price sensitive information is also available on the Company's website i.e.www.padfidndustriesltd.com .
26. RISK MANAGEMENT
The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The riskmanagement policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.
27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is fully committed to uphold and maintain the dignity of women working inthe Company. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women atthe Workplace (Prevention Prohibition Redressal) Act 2013 the Company formulated anAnti-Sexual Harassment policy. All employees (permanent contractual temporary andtrainees) are covered under this policy. An Internal Complaints Committee (ICC) was set upwhich is responsible for redressal of complaints related to sexual harassment at theworkplace. During the year under review the Company has not received any complaintpertaining to sexual harassment..
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of the financial condition and results ofoperations of the Company for the year under review as required regulation 34(2)(e) of
SEBI (Listing and Disclosure Requirements) Regulations 2015 is being given separatelyand forms part of this Annual Report.
29. CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements as stipulated underthe Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the stock exchanges. A separate section on corporate governancealong with certificate from the auditors confirming the compliance is annexed and formspart of the annual report. The Chairman & Managing Director has confirmed and declaredthat all the members of the Board and the Senior Management have affirmed compliance withthe code of conduct.
30. SECRETARIAL STANDARDS
During the year the Company has complied with all applicable secretarial standards.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as per section 134(3)(m) of the Companies Act2013 read withrule 8(3) of the Companies (Accounts) Rules2014 is appended as Annexure 7 and forms partof the Report.
32. GREEN INITIATIVES
As in the previous years this year too Electronic copies of the annual Report 2017-18and the notice of the 29th Annual General Meeting are sent to all members whose emailaddresses are registered with the Company/ Depository Participant(s). For the members whohave not registered their email addresses physical copies are sent in the permitted mode.
Your Company will soon complete 29 eventful years of the existence in this country.Your Directors are proud of this rich heritage and thank to all our stakeholders who havecontributed to the success or your country.
Place: Udaipur By Order of the Board of Directors
Date: 30th May2018 Sd/-
(J. P. Agarwal)
Chairman & Managing Director