THE MEMBERS OF PEE CEECOSMASOPE LTD:
The Directors hereby present their 34thAnnual Report on the business and operations ofthe Company and the Financial Accounts for the year ended 31st March 2021.
|Particulars ||Current Year 31.03.2021 ||Previous Year 31.03.2020 |
|Net Revenue from Operation ||8225.42 ||7395.62 |
|Other Income ||58.45 ||31.67 |
|Total Income ||8283.87 ||7427.29 |
|Total Expenditure ||7639.69 ||7139.92 |
|Profit before tax ||644.18 ||287.37 |
|Provision for tax ||167.55 ||76.83 |
|Profit after tax ||476.63 ||210.54 |
|Dividend on Equity Shares (including tax on distributed profits) ||79.38 ||191.42 |
|Transfer to General Reserve ||NIL ||10.00 |
|Paid-up Share Capital ||264.62 ||264 62 |
|Reserves and Surplus (excluding revaluation reserve) ||2461.10 ||1984.47 |
Company Performance : During the year under review total income of the Company wasRs. 8283.87 Lakhs as against Rs.7427.29 Lakhs in the previous year. The Company was ableto earn a marginal profit for the year of Rs. 476.63 Lakhs against a profit of Rs. 210.54Lakhs. Your Directors are putting in their best efforts to improve the performance of theCompany.
Statement of Company's Affair : Our financial performance continues to beencouraging and we believe that we will continue registering sustained growth goingforward. The company developed some new products in Laundry soap detergent and bathingsoap and we see huge potential to tap the market there by generating handsome margins andturnover for the coming year.
COVID-19 pandemic : The COVID-19 pandemic has caused a huge disruption creating anunprecedented impact on the financial well-being of nations corporations and individuals.A detailed discussion on impact of COVID-19 and operations of the Company is covered inthe Management Discussion and Analysis.'
Circulation of Annual Reports in electronic form :
In view of the prevailing COVID-19 situation and consequent lockdown across thecountrythe Ministry of Corporate Affairs (MCA) has exempted companies from circulation ofphysical copies of Annual Report for F.Y. 2020-2021.
Accordingly the Annual Report of the Company for F.Y. 2020-2021 is being sent only byemail to the members and all other persons/entities entitled to receive the same. ThisAnnual Report along with other documents is also available on the Company's website at http://doctorsoap.com/investor-report.html.
Change in nature of Business of the Company :
There has been no change in the nature of business of the Company.
Material Changes etc.: Save as mentioned elsewhere in this Report no materialchanges and commitments affecting the financial position of the Company have occurredbetween the end of the financial year of the Company-31st March2021 and the date of thisReport.
Dividend: The Board of Directors had declared a dividend of Rs.3 per share (30%) onthe Equity Shares of the Company for the financial year ended March 31 2021amounting toRs.79.38 Lakhs. The dividend on equity shares will be paid to members whose names appearin the Register of Members as on 23rd September 2021; in respect of shares held indematerialised form it will be paid to members whose names are furnished by NationalSecurities Depository Limited and Central Depository Services (India) Limited asbeneficial owners as on that date.
Share Capital: The paid up Equity Share Capital as on 31st March2021 wasRs.26462500. During the year under review the Company hasnot issued any shares. TheCompany has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares and does not have any scheme to fund itsemployees to purchase the shares of the Company.
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
Detail of loans guarantees and investments falling under Section 186 of the CompaniesAct 2013 is as under:
|Particulars ||Amount fin Rsl |
|Prakash Ferrous Ind.Pvt.Ltd. ||12500000 |
|Shri Niketan Inffatech Pvt. Ltd. ||8073750 |
|B P Oil Mills Ltd ||10832.500 |
|Building Solutions (India)P.Ltd ||8710100 |
|Shanti AutomartPvt Ltd ||9502922 |
|Agra Infraland Dev. P. Ltd. ||5158517 |
|Bhole Baba Constructions Pvt Ltd ||11676757 |
|Krishna International ||4900000 |
Disclosure on Deposit under Chapter V
The Company has neither accepted nor renewed any deposits during the Financial Year2020-21 in terms of Chapter V of the Companies Act 2013.
Report on Subsidiaries Associates and Joint Venture companies : The Company has nosubsidiaries associates and joint ventures companies.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo :Pursuant to provisions of Section 134 of the Companies Act2013 read with Rule 8(3) of theCompanies (Accounts) Rules2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as Annexure Vwhich forms part of this report.
Listing : At present the equity shares of the Company are listed at BSE Ltd. Theannual listing fees for the Financial Year 2021-22 to BSE Ltd has been paid.
Corporate Governance: In the light of Regulation-15 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 which is effective from 1 st December2015 certain clauses of the said regulation in connection with Corporate Governance werenot applicable on the Company. However considering the net worth of the Company as perthe latest audited financial statement as on 31st March 2021 provisions relating toCorporate Governance is applicable on the Company w.e.f. financial year 2021-22. Adetailed Corporate Governance Report is attached with this report.
During the year
(i) Shri Mahendra Kumar Jain resigned as Director w.e.f. 1st April 2020.
(ii) Shri Mayank Jain was appointed as Whole Time Directorof the Company w.e.f.lstApril 2020.
(iii) Shri Ashok Kumar Jain left the Company due to his sudden demise on 23rdSeptember 2020.
(iv) Shri Ankur Jain was appointed as Managing Director of the Company w.e.f.20thOctober 2020.
(v) Shri Mayank Jain was appointed as Executive Chairman of the Company w.e.f.20thOctober 2020.
(vi) Shri Ankit Jain was appointed as Additional Director and Whole Time Director ofthe Company w.e.f.20th October 2020.
Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one- third of such of the Directors as are liable to retire by rotation shallretire every year and if eligible offer themselves for re-appointment at every AGM.Consequently Shri Ankur Jain Director will retire by rotation at the ensuing AGM andbeing eligible offer himself for re-appointment in accordance with the provisions of theCompanies Act 2013. Shri Mayank Jain was appointed by the Board of Directors as Chairmanw.e.f.20th October 2020. Shri Ankur Jain was appointed by the Board of Directors asManaging Director w e.f.20th October 2020. Shri Ankit Jain was appointed by the Board ofDirectors as Whole Time Director w.e.f.20th October 2020. The Board recommends theresolution(s) for adoption by the members.
The brief resumes of the Directors who are to be appointed/ re-appointed in the ensuingAnnual General Meeting the nature of their expertise in specific functional areas namesof companies in which they have held directorships committee memberships/chairmanshipsand their shareholding etc. are furnished as Annexure to the notice of the ensuing AGM.
Pursuant to provisions of Section 134(3)(d) of the Companies Act 2013 with respect tostatement on declaration given by Independent Directors under Section 149(6) of the Actthe Board hereby confirms that all the Independent Directors of the Company have given adeclaration and have confirmed that they meet the criteria of independence as provided inthe said Section 149(6).
Key Managerial Personnel : The Key Managerial Personnel (KMP) in the Company as perSection 2(51) and 203 of the Companies Act 2013 are as follows:
|Name ||Designation |
|Shri Mayank Jain ||Executive Chairman |
|Shri Ankur Jain ||Managing Director |
|Shri Ankit Jain ||Whole Time Director |
|Shri Ashok Kumar Jain ||Whole Time Director* |
|Mr.Brij Mohan Verma ||Chief Financial Officer |
|Smt. NidhiAgarwal ||Company Secretary |
*Ceased w.e.f.23rdSeptember 2020 due to sudden demise.
Policy on Directors appointment and Policy on remuneration
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as Annexure-2' respectivelywhich forms part of this report.
Particulars of remuneration of Directors/ KMP/ Employees
There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies(Appointment and Remuneration of ManagerialPersonnel)Rules 2014.Detail of top ten employees in respect of their remunerationrequired under Rule 5(2) is attached as Anncxure3'.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure 4' which forms partof this report.
Number of Meetings of the Board
During the Financial Year 2020-21 5(Five) Board meetings were held. Attendance ofDirectors are as below:
|Name ||Total No. of Board meeting ||Total No. of board meeting attended |
|Shri Ashok Kumar Jain* ||5 ||2 |
|Shri Ankur Jain ||5 ||4 |
|Shri Mavank Jain ||5 ||5 |
|Shri Ankit Jain** ||5 ||2 |
|Shri Nemi Chandra Jain ||5 ||5 |
|Shri Amar Singh Rajput ||5 ||3 |
|Shri Anil Gupta ||5 ||5 |
|SmtBabita Agarwal ||5 ||5 |
*Ceased w.e.f.23rd September 2020 due to sudden demise.
**Appointed as Additional Directorw.e.f.20th October 2020.
Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015;the Board in consultation withits Nomination & Remuneration Committee has formulated a framework containinginter-alia the criteria for performance evaluation of the entire Board of the Companyits Committees and Individual Directors including Independent Directors.
A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Board's focus regulatory compliances andCorporate Governance etc. Similarly for evaluation of Individual Director's performancethe questionnaire covers various aspects like his/her profile contribution in Board andCommittee meetings execution and performance of specific duties obligations regulatorycompliances and governance etc.
Board members had submitted their response on a scale of 5(excellent) -1 (poor) forevaluating the entire Board respective Committees of which they are members and of theirpeer Board members including Chairman of the Board.
The Independent Directors had met separately without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofnon-independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpressed their satisfaction with the evaluation process.
Composition of Audit Committee
As on 31st March 2021 the Audit Committee of the
Company comprises the following directors:
1. Mr. Nemi Chandra Jain-Chairman (Independent Director)
2. Mr. Amar Singh Rajput-Member (Independent Director)
3. Mr. Ankur Jain - Member(Managing Director)
4. Mrs. BabitaAgarwal (Independent Director) Further all recommendations of AuditCommittee were accepted by the Board of Directors.
Statutory Auditors and their Report
M/s B S D & Co. Chartered Accountants Statutory Auditors of the Company wereappointed at the 30th (Thirtieth) Annual General Meeting of the Company held on 27thSeptember. 2017 for a term of five (5) years subject to the ratification by Members atevery subsequent Annual General Meeting till then. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at theensuing AGM and a note in respect of same has been included in the Notice for this AGM.
Your Board during the year appointed M/s R& D Company Secretaries to conductSecretarial Audit of the Company for the financial year ended 31st March 2021. The Reportof M/sR& D Company Secretaries in terms of Section 204 of the Act is provided in the Annexure5' forming part of this Report.
Directors' Responsibility Statement Pursuant to the provisions under Section 134(5)of the Companies Act 2013 with respect to Directors' Responsibility Statement theDirectors confirm:
a) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures:
b) That they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Companyforthat period;
c) That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That they had prepared the annual accounts on a going concern basis;
e) That they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
f) That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company has complied with the provisions of Secretarial Standards issued byInstitute of Company Secretaries of India and notified by the Ministry of CorporateAffairs.
Corporate Social Responsibility (CSR)
The Company does not come under the preview of Section 135 of the Companies Act 2013in relation to Corporate Social Responsibility.
However Company voluntarily contribute on various CSR activities to make sustainableimpact on the human development of underserved communities through initiatives inEducation Health and Livelihoods.
Internal Financial Controls System
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
The Company has a well-placed proper and adequate IFC system which ensures that allassets are safeguarded and protected and that the transactions are authorised recordedand reported correctly. The Company's IFC system also comprises due compliances withCompany's policies and Standard Operating Procedures (SOP's) and audit and compliance byin-house Internal Audit Division supplemented by internal audit checks from M/s Jay Pee& Associates Chartered Accountants the Internal Auditors and various transactionauditors. The Internal Auditors independently evaluate the adequacy of internal controlsand concurrently audit the majority of the transactions in value terms. Independence ofthe audit and compliance is ensured by direct reporting of Internal Audit Division andInternal Auditors to the Audit Committee of the Board. During the year the Internalauditors have also been engaged for providing assistance in improvising IFC framework(including preparation of Risk & Control Matrices for various processes) anddeployment of Self-Assessment Tool.
Details of internal financial control and its adequacy in compliance with theprovisions of Rule 8 (5)(viii) of Companies (Accounts) Rules 2014 are included in theManagement Discussion and Analysis Report which forms part of this Report.
Risk Management Policy
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. Itestablishes various levels of accountability and overview within the Company whilevesting identified managers with responsibility for each significant risk.
The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this programme each Function and Unit addresses opportunities andrisks through a comprehensive approach aligned to the Company's objectives. The Companyhas laid down procedures to inform the Audit Committee as well as the Board of Directorsabout risk assessment and management procedures and status.
Sustainability is embedded in the Corporate Enterprise Risk Management programme whichgives an opportunity to increase the effectiveness of risk management practices and forimproving business efficiency. The Company's social and environmental policies correlatestrongly with the risk management strategy and ultimately the financial performance.
This risk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The current risk slate and the comprehensive riskpolicy have been further redefined during the year. The major risks forming part of theEnterprise Risk Management process are linked to the audit universe and are covered aspart of the annual risk based audit plan.
Vigil Mechanism Policy
The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.
Prevention of Sexual Harassment During the year under review the Company has notreceived any complaint under the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013.
Web address for Annual Return As per Section 134(3)(a) of the Companies Act 2013the Annual Return referred to in Section 92(3) has been placed on the website of theCompany www.doctorsoap.com under the Investors Relation. Contracts or arrangementswith Related Parties under Section 188(1) of the Companies Act 2013 With reference toSection 134(3)(h) of the Companies Act 2013all contracts and arrangements with relatedparties under Section 188(1) of the Act entered by the Company during the Financial Yearwere in the ordinary course of business and on arm's length basis. During the year theCompany had not entered into any contract or arrangement with related parties which couldbe considered 'material' according to the policy of the Company on Materiality of RelatedParty Transactions. The detail of particulars of contracts or arrangements with relatedparties referred to in Section 188(1) is given in Form AOC-2 annexed with this reportmarked as Annexure 6'.
With reference to Clause 53(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your attention is drawn to the Related Party disclosuresset out in Note no. 36of the Financial Statements.
Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees ir ensuring an excellent all around operationaperformance.
G-10/8 Padam-Deep Sanjay Place Agra-282002 Uttar Pradesh
|By order of the board |
|For Pee Cee Cosma Sope Ltd. |
|Mayank Jain DIN : 00112947 |
|Executive Chairman Add: 119 Jaipur House Agra- 282 010 U.P. |
|Date : 11.08.2021 |
|Place : Agra |