TO THE MEMBERS
Your Directors are pleased to present the 48th Annual Report of Pearl Polymers Limited (the Company) for the financial year ended March 31 2019.
The Company's financial performance for the financial year ended March 31 2019 in comparison to previous financial year is summarized below:
(Rs. in Lakhs]
|Profit/)loss) before exceptional items and tax||(631.34)||(437.19)|
|Less: Tax Expenses||(144.90)||(174.04)|
|Profit/Loss after tax||(486.44)||(263.15)|
The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31 2019 stood at Rs. 2790.84 Lakhs. No amount is proposed to be transferred to reserves during the year.
In view of the losses the Board of Directors has not recommended any dividend on equity shares for the year under review.
The Company's Capital Structure remains unchanged during the financial year 2018-19.
STATE OF THE COMPANY'S AFFAIRS/CHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under consideration on Standalone basis your Company has achieved total Revenue from Operations of Rs 18092.22 Lakhs as against Rs. 18279.67 Lakhs in the relevant previous financial year. The Company has suffered operating loss of Rs. 631.34 Lakhs as compared to Rs. 437.19 Lakhs in the previous year and recorded net loss of Rs. 486.44 Lakhs as compared to loss of Rs. 263.15 Lakhs in the previous year due to several reasons such as volatility in crude prices raw material prices opposition of plastic products by the end customers and stiff competition from un-organized sector and local players adversely affected the turnover.
During the year there is no change in the nature of business of the Company.
MATERIAL CHANGES EFFECTING FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this report.
MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There is no order passed by any regulatory authority or court or tribunal against the Company impacting the going concern status and future operations of the Company.
Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 the amount of fixed deposit remaining unpaid /unclaimed for a period of seven years has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. Further the Company has uploaded the necessary information in respect of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the Company's website.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility as prescribed under section 135 of the Companies Act 2013 are not applicable to the Company.
HOLDING SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANIES
The Company has no Holding Subsidiary Associate or Joint Venture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Director Liable to Retire by Rotation
Mr. Ramesh Mehra (DIN:00003334) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.
b) Re-appointment of Independent Directors
The term of Mr. Ravi Kumar Mehra and Ms. Meera Johri as Independent Directors was expired on 25th May 2019. Accordingly on the basis of recommendation of Nomination and Remuneration committee and the performance evaluation the Board has re-appointed Mr. Ravi Kumar Mehra and Ms. Meera Johri as Independent Directors of the Company for further term of 5 consecutive year w.e.f 26th May 2019 subject to the approval of the members of the Company in the Annual General Meeting.
Further Mr. Ashish Harish Bhuva whose term of office expires on 28th September 2019 is eligible to be re-appointed for further term of 5 consecutive year w.e.f 29th September 2019. Accordingly on the basis of recommendation of Nomination and Remuneration committee and the performance evaluation the Board has recommended the reappointment of Mr. Ashish Harish Bhuva.
c) Re-Appointment of Mr. Varun Seth
During the year Mr. Varun Seth was re-appointed as whole time director for a period of 3 years w.e.f July 01 2018.
d) Number of meetings of the Board of Directors
The Board of Directors of the Company met Four (4) times during the financial year 2018-19.
|29th May 2018||Board Meetings||14th February 2019|
|14th August 2018|
|14th November 2018|
Further a separate Meeting of the Independent Directors of the Company was also held on August 14 2018 as prescribed under Schedule IV to the Companies Act 2013 and SEBI (LODR) Regulations 2015.
There was no change in the composition of the Board of Directors of the Company during the financial year 2018-19.
e) Changes in Key Managerial Personnel
During the year there was no change in the Key Managerial Personnel of the Company.
f) Declaration by Independent Directors
The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013.
g) Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance board committees and individual Directors pursuant to Companies Act 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The evaluation framework for assessing the performance of Directors was on the basis of criteria such as the Board composition and structure effectiveness of board processes information and functioning etc. The Nomination and Remuneration Committee had evaluated the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. A member of the Board does not participate in the discussion of his/her evaluation. Performance evaluation of Independent Directors was carried out by the entire board excluding the Independent Director being evaluated.
A meeting of the Independent Directors was also held to review the performance of the Non- Independent Directors the Board as a whole and the Chairperson on the parameters of effectiveness and to assess the quality quantity and timeliness of the flow of information between the Management and the Board.
h) Nomination and Remuneration Policy
Your Company has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act 2013 which provides for the appointment/selection of Directors Key Managerial Personnel & other employees and their remuneration including criteria for determining qualifications positive attributes independence of a director etc. Your Company affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors Key Managerial Personnel and other Employees. The details of such policy can be viewed on the Company's website www.pearlpet.net .
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan or guarantee nor has made any investment during the year under review attracting the provisions of Section 186 of the Companies Act 2013.
The Company has put in place a policy and mechanism to identify assess monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. There are no risks which in the opinion of the Board threaten the existence of the Company.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 ('the PIT Regulations') on prevention of insider trading your Company has revised its Code of Conduct for regulating monitoring and reporting of trading by Designated Persons and immediate relatives of Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. Your Company has also adopted policy for determination of legitimate purposes in line with the PIT (Amendment) Regulations 2018 as a part of Code of practices and procedures of fair disclosures of unpublished price sensitive information.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical moral and legal business conduct. Accordingly during the year the Board of Directors of your Company has adopted revised policy on whistle blower and vigil mechanism for providing a framework to promote responsible and secure whistle blowing. It protects Directors and employees wishing to raise a concern about serious irregularities within the Company. The Policy is available on the Company's website at www. pearlpet.net
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL ACT) 2013
The Company has put in place a policy on prevention of Sexual Harassment in line with the requirement of Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013. All employees (Permanent Contractual Temporary Trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the financial year 2018-19.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The Remuneration details of the Directors Chief Financial Officer and Company Secretary along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the FY is annexed as Annexure T after the end of Board Report.
The particulars required pursuant to Section 197 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 shall be made available to any shareholder on a specific request made by him/her in writing before the date of ensuing Annual General Meeting and such particulars shall be made available by the Company within three days from the date of receipt of such request from the shareholders.
CONSERVATION OF ENERGY TECH NO LOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of Conservation of Energy Technology absorption and Foreign Exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act 2013 read with the rules there under are provided in Annexure-'ll' to this report.
DIRECTORS1 RESPONSIBILITY STATEMENT
The Board of Directors of the Company to the best of their knowledge and belief confirm that:
I. In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the profit and loss of the Company for that period;
III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and
VI. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
a) Statutory Auditors
Statutory Auditors and Auditor's Report
The shareholders of the Company at 46th AGM held on September 29 2017 had appointed M/s. Sehgal Mehta & Co. Chartered Accountants (ICAI Registration No- 003330N) as the Statutory Auditors of the Company for a term of 5 years subject to ratification by members at every AGM if required under the provisions of the Companies Act 2013. However the Companies Amendment Act 2017 has removed the requirement of ratification of statutory auditors and accordingly they hold their office till the conclusion of Annual General Meeting to be held in 2022.
b) Secretarial Auditor
Your Company has appointed Ms. Rashmi Sahni (Certificate of Practice No. 10493) Practicing Company Secretary as the Secretarial Auditor to conduct an audit of the Secretarial records for the financial year 2018-19.
Explanations or comments by the Board on every qualification reservation or adverse remark or disclaimer made:
I. Statutory Auditor's Report
There are no qualifications reservations or adverse remarks or disclaimers made by Statutory Auditors in their report. There are no frauds reported in the reports of the Auditors as mentioned under subsection (12) of Section 143 of the Act.
II. Secretarial Auditor's Report
The Secretarial Audit Report does not contain any qualifications reservations or adverse remarks or declaimer. A Report of Secretarial Audit is provided in Annexure-'lir to this report.
c) Internal Auditor
Nikhil Goel & Associates (Firm Registration No. 020934C) Chartered Accountants has been appointed as an Internal Auditor of the Company to conduct an internal audit of the functions and activities of the Company for financial year 2018-19 in terms of Section 138 of the Companies Act 2013.
d) Cost Auditor
The provisions of Cost Audit as prescribed under section 148 of the Companies Act 2013 are not applicable to the Company.
e) Compliance with the Institute of Company Secretaries of India (ICSI) Secretarial Standards
The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meetings have been complied with by the Company.
f) Statutory Compliances
The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non- compliances if any.
RELATED PARTY TRANSACTIONS
During the year there were no transactions with related parties which were not at arm's length and not in the ordinary course of business as per the provisions of section 188 of the Companies Act 2013 or materially significant or which were in conflict with the interests of the Company and that require an approval of the Company's shareholders in terms of the SEBI Listing Regulations.
Accordingly the disclosure of the transactions in Form AOC-2 is not applicable to your Company. Further details on the policy of the company with respect to the transactions with related parties are given in the Corporate Governance Report. The detailed policy on Related Party Transactions is available on the website of the Company. Further the details regarding Related Party Transactions are contained in Note No. 47 & 48 of the Notes to Financial Statements.
Pursuant to sec 92(3) of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 the extract of Annual Return in form MGT-9 is attached as Annexure-'IV' to this report and also placed on the website of the Company at www.pearlpet.net.
CORPORATE GOVERNANCE REPORT
A Separate report on Corporate Governance alongwith certificate from Statutory Auditor confirming compliance with the requirement of Corporate Governance as stipulated under SEBI (LODR) Regulations 2015 forms an integral part of the Annual Report.
Statements in this report particularly those which relate to Management Discussion & Analysis describing the Company's objectives projections estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions banks Government authorities customers vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives staff and workers.
Last but not least your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.
|Place: New Delhi||For and on behalf of the Board of Directors Sd/-|
|Date: August 14 2019||Chand Seth|
|Chairman & Managing Director|