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Pearl Global Industries Ltd.

BSE: 532808 Sector: Industrials
NSE: PGIL ISIN Code: INE940H01014
BSE 00:00 | 27 Jan 364.75 -14.25
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357.10

NSE 00:00 | 27 Jan 364.55 -15.60
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HIGH

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OPEN 397.75
PREVIOUS CLOSE 379.00
VOLUME 255
52-Week high 615.05
52-Week low 327.25
P/E 19.47
Mkt Cap.(Rs cr) 790
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 397.75
CLOSE 379.00
VOLUME 255
52-Week high 615.05
52-Week low 327.25
P/E 19.47
Mkt Cap.(Rs cr) 790
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pearl Global Industries Ltd. (PGIL) - Director Report

Company director report

DIRECTORS' REPORT

To the Members

Your Directors are pleased to present the 33rd Annual Report and AuditedFinancial Statements for the financial year ended March 31 2022 together with theAuditors' Report thereon.

WORKING RESULTS OF THE COMPANY

(`Rs in Lakhs)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Income from operations 93377.06 77140.04 271352.90 149092.65
Other Income 3204.83 2408.39 3345.94 2350.49
Profit before Tax 3610.59 (919.52) 8581.82 1135.56
Provision for Tax 894.81 (996.92) 1570.94 (612.76)
Profit After 2715.78 77.40 7010.88 1748.32
Other comprehensive income 260.26 706.70 1405.26 (86.91)
Total comprehensive income 2976.04 784.10 8416.14 1661.41
Earnings per share 12.54 0.36 31.46 7.97

STATE OF THE AFFAIRS OF THE COMPANY

During the year your Company's consolidated income from operations was ` 271352.90Lakhs as against `149092.65 Lakhs in the previous year and Net Profit` 7010.88 Lakhs asagainst Net Profit`1748.32 Lakhs in the previous year.

The income from operations for the year under review for the Company on Standalonebasis was ` 93377.06 Lakhs as compared to ` 77140.04 Lakhs in the previous year and NetProfit` 2715.78 Lakhs as compared to Net Profit ` 77.40 Lakhs in the previous year.

Pearl Global Industries Limited (PGIL) is one of the India's largest listed garmentexporters manufacturing from multiple sourcing regions within India and countries withinSouth Asia. A preferred long-term vendor to most leading global brands we are amongst theleading player in our Industry. Our mainstay business is to create value fromcompetitively manufacturing and exporting fashion garments to leading global brands.

Pearl Global Industries Limited is a worldwide clothing manufacturing corporation thatprovides end-to-end supply chain solutions to global brands with its integrated productioncapabilities centered on Design and Development Global Manufacturing Marketing andDistribution and Sourcing and Supply Chain. The Company develops apparels for all gendersand age groups across locations and style preferences. The

Company has 21 state-of-the-art manufacturing plants across four countries includingIndia (Gurgaon Chennai and Bengaluru) Indonesia Bangladesh Vietnam and has designcentres India Indonesia Bangladesh Vietnam U.S.A Spain

Hong Kong and U.K.

Our product portfolio includes outer wear active wear children's wear denim (forboth men and women. We are a well-diversified Company with a de-risked manufacturing basehaving multinational presence. Our business is primarily focused on export services withUSA contributing the highest amongst all countries Marquee Clientele includes KohlsMacy's Tommy Hilfiger Gap Old Navy

NEXT Nordstrom among others.MANGO TALBOTS TARGET Kmart MARKS & SPENCER LANEBRYANT LOFT

ANN TAYOR We have a total capacity to manufacture 80+ Million garments perannum including own and outsourced facilities.

We strive to be the most preferred vendor to the top global apparel brands and beranked amongst the top garment manufacturers in the world in terms of quality servicestandards and ultimately-customers satisfaction keeping in line with our broader vision.

TRANSFER TO GENERAL RESERVES

The Board of Directors do not propose to transfer any amount to Reserve.

DIVIDEND

The Board of Directors have in its meeting held on May 25 2022 declared interimdividend of ` 5/- per equity share of face value of `10/- each total outgo amounting to` 108319685/- for the financial year 2021-22. The record date to determineeligibility of members was June 8 2022 and payment of said dividend have been made to themembers within the prescribed time after deduction of tax in terms with the provisions ofIncome Tax Act.

DIVIDEND DISTRIBUTION POLICY

The Company has in place Dividend Distribution Policy as required under Regulation 43Aof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time to time.

The Dividend Distribution Policy may be accessed on the Company's website at https://www.pearlglobal.com/investor-relations/corporate-governance/

DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directors during 2021-22

During the year Mr. Uma Shankar Kaushik Whole-Time

Director has resigned from the Board of the Company with effect from January 10 2022due to personal reasons. Mr. Pulkit Seth and Mrs. Shifalli Seth resigned from the officeof Managing Director and Whole-Time Director respectively with effect from close ofbusiness hours on March 31 2022 due to shifting in USA. Mr. Pulkit Seth and Mrs.Shifalli Seth is continuing as Non-Executive and Non-Independent Directors.

The Board of Directors have in its meeting held on February

14 2022 on the recommendation of Nomination and

Remuneration Committee appointed Mr. Deepak Kumar

(DIN 09497467) as Whole-Time Director and Mr. Pallab

Banerjee Joint Managing Director as Managing Director of the Company with effect fromFebruary 14 2022 and April 1

2022 respectively.

The Company has also obtained shareholders' approval for appointment of Mr. DeepakKumar and Mr. Pallab Banerjee through Postal Ballot conducted during the period from

March 2 2022 to March 31 2022. The result of Postal Ballot was declared on March 312022.

The Company has received necessary declaration from each Independent Director of theCompany that the Independent Directors meet with the criteria of their Independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 25(8) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with the provisions of the Companies Act

2013 and the Articles of Association of your Company

Mrs. Shifalli Seth and Mr. Shailesh Kumar Directors would retire by rotation at theensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors of your Company met five times on May 25 2021 June 21 2021August 14 2021 November 13 2021 and February 14 2022 during the financial year2021-22.

DIRECTORS' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Name DIN Name DIN
Mr. Deepak - 00003021 Mr. Chittranjan - 00036080
Seth Dua
Mr. Pulkit Seth - 00003044 Mr. Abhishek - 01928855
Goyal
Mrs. Shifalli - 01388430 Mr. Rajendra - 00731956
Seth Kumar Aneja
Mr. Pallab - 07193749 Mr. Anil Nayar - 01390190
Banerjee
Mr. Shailesh - 08897225 Mrs. Madhulika - 08712718
Kumar Bhupatkar
Mr. Deepak - 09497467 Ms. Neha - 03477800
Kumar Khanna

Change in Key Managerial Personnel

Mr. Mayank Jain who was appointed by the Board of

Directors in its meeting held on June 21 2021 as Company Secretary and Complianceofficer from the office of the Company Secretary and Compliance officer on November 82021 due to personal reasons.

Mr. Ravi Arora who was appointed by the Board of Directors in its meeting held onFebruary 14 2022 as Company Secretary and Compliance from the office of the CompanySecretary and Compliance officer on June 28 2022 due to personal reasons

The Board of Directors have in its meeting held on August

13 2022 designated Mr. Sanjay Gandhi Group CFO as Key

Managerial Personnel. Mr. Sanjay Gandhi Group CFO has been managing/overseeing financefunctions of the Pearl

Group (i.e. Company including its overseas subsidiaries).

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performancecommittees and individual Directors pursuant to the provisions of the Companies Act 2013and

Rules made there under.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual Directors was also discussed.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure-Iwith this report and also available on the website of the Company at https://www.pearlglobal.com/investor-relations/corporate-governance/

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal control system commensurate with the sizescale and complexity of operations. During the year such controls were tested and noreportable material weakness in the design or operation was observed.

AUDIT COMMITTEE

The current composition of the Audit Committee comprises four Non-executive IndependentDirectors namely Mr. Anil Nayar Chairman Mr. Abhishek Goyal Mr. Rajendra Kumar Anejaand Mrs. Madhulika Bhupatkar as Members of the Committee. All the recommendations made bythe Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Company has a Vigil Mechanism which also incorporates a whistle blower policy interms of Listing Agreement/Regulations made by the SEBI. Protected disclosures can be madeby a whistle blower through a letter to the Vigilance Officer or to the Chairman of theAudit

Committee. The policy on vigil mechanism and whistle blower policy may be accessed onthe Company's website at the link: https://www.pearlglobal.com/investor-relations/corporate-governance/. During the year no complaint is received.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company has formulated a CorporateSocial Responsibility Policy (CSR Policy) indicating the activities to be undertaken bythe Company which has been approved by the Board. The CSR Policy may be accessed on theCompany's website at https://www.pearlglobal.com/investor-relations/corporate-governance/

Your Company has identifiedan hostel for women vocational training and educationeducation and health care activities for the financial year 2021-22. The prescribed CSRamount for the financial year 2021-22 was ` 23.92. However the Company has spent ` 76.30Lakhs during the financial year 2021-22.

The Annual Report on CSR activities is annexed herewith as

Annexure-II.

SUBSIDIARY COMPANIES

During the year under review Pearl Global USA Inc. USA has become a wholly ownedsubsidiary of the Company and one subsidiary Pearl Global (Changzhou) Textile TechnolgyCo. Ltd. China has voluntary liquidated.

Pursuant to Section 129(3) of the Companies Act 2013 a statement containing thesalient features of the financial statements of the subsidiary companies is attached tothe

Financial Statements in Form AOC-1. The Company will make available the said financialstatements and related detailed information of the subsidiary companies upon the requestby any member of the Company.

The financial statements of the Company consolidated financial statements along withthe relevant documents and separate audited accounts in respect of subsidiaries areavailable on the website of the Company.

The Policy of determining material subsidiaries as approved may be accessed on theCompany's website at https://www.pearlglobal.com/investor-relations/corporate-governance/

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s B.R. Gupta& Co. Chartered Accountants New Delhi (Regn. No. 008352N) were appointed as Statutory

Auditors of the Company by the members of the Company in their 28th Annual GeneralMeeting held on September 28 2017 for a period of five years with effect from financialyear 2017-18.

The Board of Directors have in its meeting held on August

13 2022 on the recommendation of Audit Committee approved and recommendedappointment of M/s. S.R. Dinodia & Co. LLP Chartered Accountants New Delhi (Regn.

No. 001478N/N500005) as Statutory Auditors in the first term of five years effectivefrom financial year 2022-23.

M/s. S.R. Dinodia & Co. LLP is eligible to be appointed as Statutory Auditors ofthe Company. Necessary resolution for their appointment and payment of remuneration isproposed in the Notice calling 33rd Annual General Meeting for approval of theshareholders.

STATUTORY AUDITORS' REPORT

The Auditors' Reports (Consolidated & Standalone) for the financial year endedMarch 31 2022 do not contain any qualification reservation or adverse remark. TheAuditors' Reports are enclosed with the financial statements in this

Annual Report.

SECRETARIAL AUDITOR

Mr. Jayant Sood Practising Company Secretary proprietor of M/s Jayant Sood &Associates (Company Secretaries) was appointed by the Board to conduct Secretarial Auditfor the financial year 2021-22. The Secretarial Audit Report for the financial year2020-21 is annexed herewith as

Annexure-III. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

INTERNAL AUDITOR

M/s. S.S. Kothari Mehta & Company Chartered Accountants

New Delhi (FRN. 000756N) was appointed by the Board as Internal Auditor for thefinancial year 2021-22.

COST AUDIT

Maintaining of cost records as specified by the Central Government under section 148(1)of the Companies Act 2013 is not applicable to your Company.

ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration)

Rules 2014 Annual Return of the Company for the financial year 2021-22 in theprescribed Form MGT-7 is available on the website of the Company at https://www.pearlglobal.com/investor-relations/corporate-governance/

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in ordinarycourse of the business and on arm's length basis. Details of material related partytransaction entered during the financial year by the Company is annexed in Form AOC-2 as Annexure-IV.

Members may refer to Note 46 to the standalone financial statement which sets outrelated party disclosures pursuant to Ind AS-24.

.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 forms part of the notes to the standalone financial statements.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders during theyear nor has any unclaimed or unpaid deposits at the end of the financial year.

RISK MANAGEMENT

Pursuant to Regulation 21 and other applicable

Regulations of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 as amended from time to time the Company has RiskManagement Committee with following members and Risk Management Policy.

Name Designation
Mr. Pallab Banerjee Chairman
Mr. Abhishek Goyal Member
Ms. Neha Khanna Member

During the financial year Risk Management Committee met two times on November 13 2021and February 14 2022.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors

Responsibility Statement your Directors state that: a) in the preparation of theannual accounts for the financial year ended March 31 2022 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.

There are no material departures from the same; b) the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year March 31 2022 and of the profit and loss ofthe Company for that period; c) the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies

Act 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; d) the Directors have prepared the annual accounts on a

‘going concern' basis; e) the Directors have laid down internal financial controlsto be followed by the Company and that such internal financial controls are adequate andare operating effectively; and f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

LISTING

The shares of your Company are listed at BSE Limited and National Stock Exchange ofIndia Limited Mumbai. The listing fees to the Stock Exchanges for the year 2021-22 havebeen paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Private Ltd is Company's Registrars and Share Transfer Agent (RTA) ascommon agency both for physical and demat shares as required under Securities

Contract (Regulation) Act 1956. The detail of RTA forms part of the CorporateGovernance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate from the Practicing CompanySecretary confirming compliance of conditions of Corporate Governance as stipulated underSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the Annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations performance and future outlook of the Company is givenseparately under the head "Management Discussion and Analysis".

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Business

Responsibility Report is attached and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details as required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel)

Rules 2014 as amended from time to time is annexed as

Annexure-V to this report.

Particulars of employees as required under Rule 5(2) and (3) of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014 as amended from time to time is annexed as Annexure-VI to this report.

EMPLOYEE STOCK OPTION PLAN-2022

The Company has structured this Plan for its employees whose present and potentialcontributions are important to the success of the Company by offering them an opportunityto participate in the Company's future and also acquire a proprietary interest in theCompany by award of Options. The objectives of this Plan are as under: a) Alignment ofemployee's gains with Company's performance b) Enhancing shareholder's value c) Creationof employee wealth d) Driving performance of the key employees e)Retaining/motivating/attracting the best talent within the Company f) Creating commonalityof interest between employees and shareholders In order to reward and retain the employeesand to create a sense of ownership and participation amongst them the Board of Directorshas in its meeting held on June 30 2022 approved Pearl Global Industries LimitedEmployee Stock Option Plan 2022 ("Plan or ESOP 2022") subject to approval ofthe shareholders.

The Company is seeking shareholders' approval by Postal

Ballot (e-voting) which is being conducted from July 29 2022 to August 28 2022 andit's results will be declared on August 29 2022.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) is annexed as

Annexure-VII to this report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred unclaimed/unpaid dividend amounting to `349788/- duringthe financial year 2021-

22 to Investor Education and Protection Fund (IEPF) established by the CentralGovernment in compliance with the Companies Act 2013. The above said amount representsunclaimed dividend for the financial year 2013-

14 which was lying with the Company for a period of seven years. Further the Companyhas transferred 3950 shares to Investor Education and Protection Fund Authorityestablished by the Central Government in compliance with the Companies Act 2013.

Any shareholder whose shares or unclaimed dividend have been transferred to the IEPFmay claim the shares under provision to Section 124(6) or apply for refund under Section125(3) as the case may be to the Authority by making an application in Web Form IEPF 5available on website www. iepf.gov.in.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE bytheNo significant regulators or courts or tribunals impacting the going concern status andCompany's operations in future.

REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE

Pursuant to the provisions of The Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 Internal Complaints Committee has beenset up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. No complaintreceived during the financial year 2021-22.

SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Instituteof the Company Secretaries of India.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers Business Associates CustomersMembers Government Bodies & Regulators for the continuous support received from themand place on record their appreciation for the sincere services rendered by the employeesat all level.

For and on behalf of the Board

for Pearl Global Industries Limited

(Pallab Banerjee) (Pulkit Seth)
Managing Director Vice-Chairman
DIN 07193749 DIN 00003044
Place: Gurugram
Date: August 13 2022

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