Your Directors have pleasure in presenting their 57thAnnual Report on the business andoperations of your Company together with the Audited Accounts for the Financial Year ended31st March 2017.
1. FINANCIAL AND OPERATIONAL
A. Financial results (Standalone)
Financial and Operational Results of the Company for the Financial Year ended 31stMarch 2017 as compared to the previous financial year is summarized as herein below:
|Particulars ||31.03.2017 ||31.03.2016 |
|Gross Sales ||62626.60 ||49931.11 |
|EBITDA ||999.67 ||990.73 |
|Less: ||617.02 ||621.22 |
|Finance Cost || || |
|Less: Depreciation and Amortization ||16.47 ||21.96 |
|Profit Before Tax (PBT) ||366.17 ||347.55 |
|Provision for tax including Deferred Tax ||114.70 ||118.96 |
|Net Profit After Tax (PAT) ||251.46 ||228.58 |
B. Financial results (Consolidated)
Financial and Operational Results of the Company for the Financial Year ended 31stMarch 2017 as compared to the previous financial year is summarized as herein below:
|Particulars ||31.03.2017 |
|Gross Sales ||65255.04 |
|EBITDA ||1019.50 |
|Less: Finance Cost ||621.42 |
|Less: Depreciation and ||16.47 |
|Amortization || |
|Profit Before Tax (PBT) ||381.60 |
|Provision for tax including ||115.23 |
|Deferred Tax || |
|Net Profit After Tax (PAT) ||266.36 |
2. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:
Pursuant to Section 129(3) of Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 there are 2 subsidiaries Techstar India Ltd and PB AsiaPacific Ltd Hong Kong. PB Asia Pacific Ltd has a step-down subsidiary in Ajman UAE PBL Gulf FZE during F.Y. 2016-17 wherein the Company holds 100% of the paid upequity share capital. The Report on the performance and Statement containing salientfeature of Financial Statement of aforesaid subsidiary company is separately attached withthis Annual Report in Form No. AOC-1. In accordance with Section 136 of Companies Act2013 the Financial Statements of the Company including the Consolidated FinancialStatements related to its subsidiary entity are available at Company's website(www.pbltd.in)
The Company is focusing on growth and expansion. Hence your Directors do not recommenddividend for the year under review.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as requiredpursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed herewith videAnnexure I and forms an integral part of this Annual Report.
5. INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:
Adequate Internal Financial Control system commensurate with the nature of theCompany's business size and complexity of its operations are in place and has beenoperating satisfactorily and effectively. During the year no material weaknesses in thedesign or operation of Internal Financial Control system were reported.
6. PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ARRANGEMENT(S) WITH RELATEDPARTIES:
All Related Party Contract(s)/Transaction(s) /Arrangement(s) entered by Company duringF.Y. 2016- 17 were in its ordinary course of business and on arm's length basis. Accordingto Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 there were no materially significant related party contract(s)/transaction(s)/arrangements entered by the Company with the Related Parties which may havea potential conflict with the interest of Company. All related party transaction(s) arefirst placed before Audit Committee for approval and thereafter such transactions are alsoplaced before the Board for seeking their approval wherever required. Since all theRelated Party Transactions (RPTs) entered into by the Company were in ordinary course ofbusiness and were on arm's length basis Form AOC -2 is not applicable. However thedetails of RPTs as required pursuant to respective Accounting Standards have been statedin Note to the Standalone Audited Financial Statement of Company forming part of thisAnnual Report.
7. PARTICULARS OF LOANS ADVANCES & GUARANTEES GIVEN INVESTMENTS MADE ORSECURITIES PROVIDED AS PER SECTION 186 OF COMPANIES ACT 2013:
Particulars of loans advances and investments made by Company during the financialyear 2016-17 are stated in Note to Standalone Audited Financial Statements of Company asannexed to this Annual Report. Company has neither made any investment nor provided anyguarantee or Security during the reporting period.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):
There was no change in the composition of the Board of Directors during the reportingperiod however the Board has proposed reappointment of Mr. Om Prakash Berlia (DIN -00646890) as a Managing Director of the company w.e.f 1st September 2017 as stated in theAGM notice forming part of this Annual Report considering his outstanding performance inlast Five fiscal years and the enlarged responsibilities being entrusted upon him by themanagement from time to time. Further Mr. Rajendrakumar Agarwal (DIN: 01879869) directorof Company shall retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.
a) Declaration By Independent Directors: The Company has received declaration fromall the Independent Directors of Company confirming that they meet with the criteria ofIndependence as prescribed pursuant to the provisions of Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. In accordance with the provisions of section 152 (6) (e)of the Companies Act 2013 none of the Independent Directors are liable to retire byrotation.
b) Familiarization Program For Independent Directors: The Company has formulated aProgram for Familiarization of Independent Directors with regard to their roles rightsresponsibilities in the Company nature of the industry in which the Company operates thebusiness model of the Company etc. However during the year under review there was nochange in the nature of business of the company and its business vertical/ structure/operational strategy etc. which would have necessitated a fresh Familiarization Programfor Independent Directors.
9. DISCLOSURES RELATED TO BOARD AND CORPORATE GOVERNANCE REPORT ETC:
a) Number Of Meetings Of The Board:
The Board met 8 (Eight) times during financial year 2016-17 viz. 30th June 2016 4thAugust 2016 16th August 2016 1st September 2016 9th November 2016 22nd December2016 9th February 2017 and 10th March 2017. The detailed information with regard to thecomposition of Board and its Committee(s) and their respective meetings etc. are stated inthe Corporate Governance Report of Company for sake of brevity which forms part of thisAnnual Report.
b) Corporate Governance:
The Company is committed to maintain the highest standards of Corporate Governance andadheres to its requisites as set out by the respective authorities. The report onCorporate Governance as stipulated under Regulation 34 read with Schedule V(C) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed videAnnexure II and forms an integral part of this Annual Report.
The requisite certificate from the Practicing Company Secretary viz. SecretarialAuditor of the Company SARK& Associates confirming compliance with the conditions of
Corporate Governance as stipulated in Part E of Schedule V to the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is appended herewith videAnnexure II (A) and forms an integral part of this Annual Report.
Certificate issued by the Managing Director and Executive Director & CFO of theCompany with regard to certification on Audited Financial Statements of the Company forfinancial year 2016-17 is also annexed herewith vide Annexure II (B) and forms an integralpart of this Annual Report
The Company has suitably laid down the Code of Conduct for all Board Members and SeniorManagement personnel of the Company in accordance with the provisions of Regulation 17(5)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the saidCode is also available on the website of the Company (www.pbltd.in). The declaration byManaging Director of Company related to the compliance of aforesaid Code of Conduct isalso attached herewith vide Annexure II (C) and forms an integral part of this AnnualReport.
10. COMPANY POLICIES:
In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulated andimplemented the following policies. The policies are reviewed periodically by the Boardand updated based on need and requirements.
|Name of Policy ||Brief description |
|Whistle Blower or Vigil Mechanism Policy ||The Policy is meant for directors stakeholders and employees etc. of the Company to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics etc |
|Policy for Related Party Transactions ||The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions |
|Policy for preservation of documents Policy for determination of materiality of events ||The policy deals with the retention of corporate records of Company. This policy applies for determining and disclosures of material events taking place in the Company |
|Code of conduct for Director(s) and Senior Management Personnel ||The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical moral and legal conduct in the business affairs. |
|Nomination and Remuneration Policy ||The policy formulates the criteria for determining qualifications/ competencies/ positive attributes and independence for the appointment of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other employees covered under the prescribed criteria if any |
|Corporate Social Responsibility Policy ||The policy outlines the Company's strategy to bring about a positive impact on society through its activities/ programs relating to Health Happy Childhood Education Social welfare activities Hunger eradication Environmental Sustainability Promoting Gender Equality Upliftment for deserving and underprivileged sections of society Promotion of sport Art & Culture etc |
|Code of Conduct for Prohibition of Insider Trading ||The Policy provides framework for dealing with the securities of Company in mandated manner. |
11. CORPORTE SOCIL RESPONSIBILITY
The provision of section 135 of the Companies Act 2013 company is in process ofidentifying an appropriate activities / projects for which company can contribute its CSRamount.
12. COMMITTEES OF THE BOARD OF DIRECTORS:
The details with respect to the Committees of Board of Directors of Company viz. AuditCommittee Nomination and Remuneration Committee Stakeholders' Relationship CommitteeCorporate Social Responsibility Committee and Loan and Investment Committee for the sakeof brevity have been stated in the Corporate Governance Report of the Company formingpart Of the Annual Report.
13. PERFORMANCE EVALUATION OF THE BOARD AND IT'S COMMITTEE(S):
Pursuant to the provisions of Companies Act 2013 and Regulation 17 (10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicableprovisions thereto; the Board carried out annual evaluation of each of the directors ofCompany individually (considering the various relevant aspects of the functioning of theBoard including their composition and adequacy etc.) Board's Committee(s) cultureexecution performance obligations governance contribution and quality of participationin the Board and committee proceedings. The Performance Evaluation of the IndependentDirectors was done by the entire Board of Directors. The performance evaluation of theChairman Managing Director & Executive Director was carried out by the Independent
Directors. The Board of Directors expressed their satisfaction with the evaluationprocess.
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Pursuant to the provisions of Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therequisite details are also available at the Registered Office of the Company forinspection during its business hours upto the date of AGM and any member interested inobtaining such information may directly write to the Company Secretary of Company and thesame shall be provided on such request.
15. AUDITOR AND THEIR REPORT:
The matters related to Auditor and their Reports are as under:
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) S S RV & Associates Chartered Accountants Mumbai (FRN - 135901W) be and are herebyappointed as Statutory Auditor of the Company in place of the existing Statutory AuditorM/s P. V. Page & Co. Chartered Accountants Mumbai (FRN - 107243W) to hold office fora period of 5 year viz. from the conclusion of ensuing this AGM of Company till theconclusion of its 57thAGM; subject to approval/ratification of their appointment by themembers in ensuing AGM and subsequent AGMs of the Company till the expiry of their termas may be applicable and the Board of Directors of the Company be and is hereby authorizedto fix their remuneration for the respective period(s) on mutually agreed terms andreimbursement of actual out of pocket expenses etc as may be incurred in the performanceof their duties.
Necessary resolution for appointment of the said Auditor is included in the Notice ofAGM for seeking approval of members.
The observations made by M/s. P. V. Page & Co. Statutory Auditor in their AuditReport read with the relevant notes thereof as stated in the Notes to the AuditedFinancial Statements of Company for the Financial Year ended 31stMarch 2017 are self-explanatory and being devoid of any reservation(s) qualification(s) or adverse remark(s)etc do not call for any further information(s)/ explanation(s) or comments from the Boardunder Section 134(3)(f)(i) of the Companies Act 2013.
In terms of the provisions of Section 204 of Companies Act 2013 M/s SARK andAssociates Practicing Company Secretaries Mumbai have been re-appointed by the Board asSecretarial Auditor of Company for the F.Y. 2017-18.
SECRETARIAL AUDIT REPORT:
Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 for thefinancial year 2016-17 is annexed herewith vide Annexure III and forms integral part ofthis Annual Report. The said Secretarial Audit Report being devoid of any reservation(s)adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/information or comment(s) from the Board under Section 134(3) (f)(ii) of the CompaniesAct 2013.
16. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of Companies Act 2013 read withCompanies (Accounts) Rules 2014 are furnished as under:
a) Extract of Annual Return:
Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Companies Act 2013(read with Rule
12 of the Companies [Management and Administration] Rules 2014) the extract of AnnualReturn is annexed herewith vide Annexure IV in Form No. MGT-9 and forms an integral partof this Board's Report.
b) Conservation Of Energy Technology Absorption And Foreign Exchange Earnings AndOutgo:
The particulars as required pursuant to the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 with respectto conservation of energy technology absorption foreign exchange earnings and outgo etc.are annexed herewith vide Annexure V and forms part of this Board Report.
17. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ activities pertaining to these mattersduring F.Y. 2016-17: a. No deposit transaction has taken place during the FY 2016-17 underChapter V of the Companies Act 2013. b. Neither the Managing Director nor the ExecutiveDirector & CFO of the Company receive any remuneration or commission from any otherCompany. c. No significant or material orders were passed by the Regulators or Courts orTribunals which can impact the going concern status and Company's operations in future.d. There has been no change in the nature of business of Company during F.Y. 2016-17. e.Pursuant to the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 no case pertaining to sexual harassment at workplacehas been reported to Company during F.Y. 2016-17. f. There was no revision of thefinancial statements of the Company during Financial Year 2016-17. g. No fraud has beenreported by the Auditor in their Audit Report for F.Y. 2016-17 hence the disclosure u/s134(3) (ca) is not applicable.
18. DIRECTORS' RESPONSIBILITY
In terms of Section 134(5) of the Companies Act 2013 ("the Act") and inrelation to the Audited Annual Financial Statements of Company for the year ended 31stMarch 2017 the Board of Directors hereby confirm that: a. in the preparation of theannual accounts the applicable accounting standards have been followed along with properexplanation relating to material departures if any; b. such accounting policies have beenselected and applied consistently and the Directors have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2017 and of the profit of Company for that year; c. properand sufficient care was taken for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of Company and forpreventing and detecting fraud and other irregularities; d. the annual accounts of Companyhave been prepared on a going concern basis; e. Internal Financial Controls have been laiddown to be followed by Company and that such Internal Financial Controls are adequate andwere operating effectively; and f. Proper systems have been devised to ensure compliancewith the provisions of laws applicable to the Company and that such systems were adequateand operating effectively.
19. ACKNOWLEDGEMENT & APPRECIATION:
Your Directors would like to place on record their appreciation for the assistancecoordination and cooperation received from the Banks Government Statutory AuthoritiesCustomers Vendors and all Stakeholders of the Company who extended their constantpatronage and support to the Company in its endeavour of consistent growth. Your Directorswould like to express their appreciation to the employees for their continuous hard workdedication sincerity and stupendous efforts etc. which contributed to the growth andimpressive performance of the Company.
By Order of the Board
Director (DIN 03514645)
Date: 28th August 2017
Swami Vivekananda Road