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PB Global Ltd.

BSE: 506580 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE615W01011
BSE 05:30 | 01 Jan PB Global Ltd
NSE 05:30 | 01 Jan PB Global Ltd

PB Global Ltd. (PBGLOBAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 60thAnnual Report on thebusiness and operations of your Company together with the Audited Accounts for theFinancial Year ended 31st March 2020.

1. FINANCIAL AND OPERATIONAL RESULTS

A. Financial results (Standalone)

Financial and Operational Results of the Company for the Financial Year ended 31stMarch 2020 as compared to the previous financial year is summarized as herein below:

Rs. in Lacs

Particulars 31.03.2020 31.03.2019
Gross sales/operations 52185.93 61665.09
Expenditure (Excluding depreciation) 51662.96 70792.07
Depreciation 39.59 35.56
Total Expenditure 51702.56 61115.03
Profit Before Tax (PBT) 483.36 550.06
Provision for tax including Deferred Tax 116.30 131.05
Net Profit After Tax (PAT) 367.06 419.01

B. Financial results (Consolidated)

Financial and Operational Results of the Company for the Financial Year ended 31stMarch 2020 as compared to the previous financial year is summarized as herein below:

Rs. in Lacs

Particulars 31.03.2020 31.03.2019
Gross sales/operations 52287.26 63243.31
Expenditure (Excluding depreciation) 51762.35 78123.69
Depreciation 41.38 36.46
Total Expenditure 51803.73 62691.84
Profit Before Tax (PBT) 483.53 551.47
Provision for tax including Deferred Tax 116.09 131.41
Net Profit After Tax (PAT) 367.44 420.06

2. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Section 129(3) of Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 there are 3 subsidiaries - Techstar India Ltd (India) LA RamblaLifestyle Private Limited (India) during F.Y. 2019-20 wherein the Company holds 100% ofthe paid up equity share capital. The Report on the performance and Statement containingsalient feature of Financial Statement of aforesaid subsidiary company is separatelyattached with this Annual Report in Form No. AOC-1. In accordance with Section 136 ofCompanies Act 2013 the Financial Statements of the Company including the ConsolidatedFinancial Statements related to its subsidiary entity are available at Company's website(www.pbltd.in)

3. DIVIDEND

The Company is focusing on growth and expansion. Hence your Directors do not recommenddividend for the year under review.

4. SHARE CAPITAL

There are no changes in the Share Capital of the Company during the financial year.

5. TRASNFER TO RESERVES

The Company has transferred profit amount to Reserves in Financial year 2019-2020.

6. DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.

7. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in theFinancial Statement.

8. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31st March 2020 and the date of this report otherthan those disclosed in this report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of your Company and its future operations

10. DETAILS OF REMUNERATION TO DIRECTORS

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 has been appended as ANNEXURE- I

11. EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as ANNEXURE - II andalso provided on the website of the Company www.pbltd.in

12. AUDITORS

1. Statutory Auditors

M/s. S S R V & Associates Chartered Accountants Mumbai (FRN -135901W) asStatutory Auditors of the Company at the Annual General Meeting held on 30th September2019 for the FY 2019-2020 from conclusion of this Annual General Meeting until Conclusionof Annual General Meeting to be held in year 2020 and fix the remuneration Subject tore-appointment in upcoming AGM to be held on 30th December 2020.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. SARK & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2019-20.

The Report of the Secretarial Auditor is annexed herewith as ANNEXURE III andforms an integral part of this Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as

ANNEXURE IV.

14. BOARD OF DIRECTORS

The Board of Directors of the Company is duly constituted as per the provisions of theCompanies Act 2013 & applicable provisions rules & regulations of SEBI (LODR)Regulations 2015 during the year 2019-20.

Mr. Rajendra Kumar Agarwal was appointed as a nonexecutive and Non Independent Directorof Company w.e.f 28th February 2020 and Ms. Lavnya Patil as an IndependentDirector w.e.f 05th September 2020.

15. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations 2015.

16. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the businesses and functions are systematically addressed through mitigatingaction on continuing basis. The Internal Financial Control System has been routinelytested and certified by Statutory as well as Internal Auditors. Significant Auditobservations and follow up actions thereon are reported to the Audit Committee.

17. POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act forms part ofCorporate Governance Report . Gist of this policy is given in ANNEXURE - V to thisreport. The detailed policy is available on the Company's website www.pbltd.in.

18. EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 read with rules issuedthereunder Regulation 17(10) of the Listing Regulations and guidance note issued by SEBIthe Independent Directors of the Board carried out the annual evaluation of theperformance of the Board as a whole the Directors individually as well as of variousCommittees of the Board. The performance evaluation of the Independent Directors wascarried out by the Nomination and Remuneration Committee and noted in turn by the Board.

19. BOARD COMMITTEES

Your Company has following Committees of Board viz

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee Details of all the Committees along with theircomposition terms of reference and meetings held during the year are provided in Reporton Corporate Governance' forming part of the Annual Report.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors' Responsibility Statement your Directors hereby confirmthat:

• in the preparation of the annual accounts the applicable accounting standardshave been followed;

• appropriate accounting policies have been selected and applied consistently andestimates and judgments made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

• proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

• the annual accounts have been prepared on a going concern basis; and

• proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

21. RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.

22. REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under regulation 34 of the SEBI (LODR) Regulations 2015 formspart of the Annual Report. The certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is annexed to the CorporateGovernance Report.

23. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company's policiesand strategy apart from other Board matters.

During the financial year 2019-20 8 (Eight) board meetings were held on 22.04.201930.05.2019

14.08.2019 16.09.2019 09.10.2019 14.11.2019

12.12.2019 14.02.2020. The gap between the two board meetings did not exceed 120 days.

24. CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details relating to nature of activities which are being carried on by the Companythe particulars as prescribed under Section 134(3)(m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are as follows:

25. RESEARCH & DEVELOPMENT

During the year the Company has not conducted any Research & Development activity.

26. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

Efforts are being made towards Technology adaption and innovation. The Company atpresent does not have any formal technical collaboration.

27. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars 2018-19 2019-20
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgoings 12879.43 NIL

28. LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehaviour of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report. During the financial year201920 no cases under this mechanism were reported in the Company and any of itssubsidiaries/ associates.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the workplace (Prevention Prohibition and Redressal)Act 2013. Complaint Redressal Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The policy is available on the Company's websitewww.pbltd.in.

Constitution of POSH Committee:

# Post of Committe e Member Employee Name Desig nation Mobile # Email
1 Presiding officer Riddhi Mehta Director
2 Member Prerna Pdenekar HR Asst 9867790378
3 External Member Yashashree Ukidave Outsider 9820211913 yshreepara njape@gma il.com

The following is summary of sexual harassment complaints received and disposed offduring the calendar year:

No. of Complaints received Nil
No. of Complaints disposed off Nil

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.

32. ACKNOWLEDGEMENTS

The Directors express their sincere gratitude to the BSE Limited Ministry of FinanceMinistry of Corporate Affairs Registrar of Companies National Securities DepositoryLimited other government and regulatory authorities financial institutions and thebankers of the company for their ongoing support. The Directors also place on record theirsincere appreciation for the continued support extended by the Company's stakeholders andtrust reposed by them in the Company.

The Directors sincerely appreciate the commitment displayed by the employees of theCompany resulting in satisfactory performance during the year.

By Order of the Board

Sd/- Parimal Mehta Director (DIN 03514645)

Date: 04.12.2020

Registered Office: Chitalsar Manpada S V Rd

Thane 400607

(CIN: L99999MH1960PLC011864)

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