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PG Foils Ltd.

BSE: 526747 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE078D01012
BSE 00:00 | 21 Mar 156.30 -1.20
(-0.76%)
OPEN

156.00

HIGH

157.90

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NSE 05:30 | 01 Jan PG Foils Ltd
OPEN 156.00
PREVIOUS CLOSE 157.50
VOLUME 9596
52-Week high 410.00
52-Week low 146.50
P/E 37.30
Mkt Cap.(Rs cr) 170
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 156.00
CLOSE 157.50
VOLUME 9596
52-Week high 410.00
52-Week low 146.50
P/E 37.30
Mkt Cap.(Rs cr) 170
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PG Foils Ltd. (PGFOILS) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the 43rd Annual Reporttogether with the Audited Financial Statements of the Company for the Financial Year endedMarch 31 2022.

FINANCIAL HIGHLIGHTS

The audited financial results of the Company for the year ended March31st 2022 are summarized below:

(Rs. in Lacs)

Particulars 2021-22 2020-21
Revenue from Operations 39453.60 25164.90
Add: Other Income 2850.92 1340.59
Total Income 42304.52 26505.49
Total Expenses 35609.05 24103.65
Profit/(Loss) before Depreciation 6695.47 2401.84
Tax and Extraordinary Items
Less: Depreciation 415.06 463.69
Profit/(Loss) before Taxation and 6280.41 1938.15
Extraordinary Items
Add: Exceptional Items Nil Nil
Profit before Tax 6280.41 1938.15
Less: Current Tax 1465.08 263.68
Less/(Add): Deferred Tax 158.87 145.89
Profit for the year 4656.46 1528.58

DIVIDEND AND TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve duringthe year. During the year the Board of Directors declared and paid interim dividend @ Rs.2 per share and no final dividend was recommended by the Board

Following table gives information relating to due dates for transfer ofdividends to IEPF:

Financial Year Interim/Final Dividend per Equity Share Date of Declaration Due date/Cut-off date to transfer to IEPF
2021-22 Interim Dividend 2.00 15th November 2021 14th November 2028
2017-18 Interim Dividend 1.20 12th February 2018 11th February 2025
2016-17 Interim Dividend 1.10 06th March 2017 05th March 2024
2015-16 Interim Dividend 1.00 12th February 2016 11th February 2023

OPERATIONS (GENERAL REVIEW)

During the year under review your Company achieved a gross turnoverexcluding trading turnover of Rs. 339.56 crore as against Rs. 239.05 crore in theprevious year. Profit before tax for the year stood at Rs. 62.80 crore compared to profitof Rs. 19.38 crore in the previous year higher mainly due to strong earnings on accountof growth in both prices and demand of aluminium foils. Exports declined to Rs. 2865.48lacs from Rs. 3103.45 lacs in the previous year.

ISO 9001-2008 CERTIFICATION

The company has been awarded the below- mentioned certificates:

1. ISO 9001:2015 certificate on 22 nd May 2018 by BVQI

2. DMF Type III certificate on 28 th October 2011

3. ISO 15378 : 2017 (GMP) certificate on 29 th April 2019

4. BIS certificate on 09 th August 2018

5. IVM Germany on 24th June 2018

IMPACT OF GLOBAL CRISIS: COVID-19

The Company has assessed the impact of the pandemic on its businessoperations and has considered all relevant internal and external information available upto the date of approval of these financial results in determination of the recoverabilityand carrying values of financial assets and non-financial assets.

The impact of the surge in Covid-19 pandemic on the overall economicenvironment has receded to a great extent.

Your Company is conscious of the significant disruption and impactCOVID-19 can have on employees clients partners investors and the communities in whichwe operate. We are working hard to contain and mitigate its impact.

The Company continues its business activities in line with theguidelines issued by the Government authorities take steps to strengthen its liquidityposition and further explore cost restructuring exercise. The Company does not foresee anychallenges in its ability to continue as going concern or meeting its financialobligations.

SHARE CAPITAL

Equity share capital

Authorised capital

Particulars

No. of Shares

Amount in Rs. lacs

As at 31.03.2022 As at 31.03.2021 As at 31.03.2022 As at 31.03.2021
Equity Shares of Rs. 10 each
At the beginning of the period 15000000 15000000 1500.00 1500.00
Add: Additions during the period - - - -
Less: Reduction during the period - - - -
At the end of the period 15000000 15000000 1500.00 1500.00
Grand total 15000000 15000000 1500.00 1500.00
Issued Subscribed and Paid-up
Particulars

No. of Shares

Amount in Rs. lacs

As at 31.03.2022 As at 31.03.2021 As at 31.03.2022 As at 31.03.2021
Equity Shares of Rs. 10 each fully paid-up
At the beginning of the period 8110000 8110000 811.00 811.00
(8110000 shares fully paid-up out of 8121600)
Add: Additions during the period (**) 983000 - 98.30 -
Less: Reduction during the period - - - -
At the end of the period 9093000 8110000 909.30 811.00
Total 9093000 8110000 909.30 811.00

(*)11600 partly paid-up equity shares forfeited amounting to Rs.61025

(**) During the year under review the Company has converted 983000warrants into equity shares dated 05.03.2022

BOARD OF DIRECTORS

Pursuant to the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Sakshi Sahil Shah is liable to retire by rotation at theforthcoming

Annual General Meeting and being eligible offers herself forre-appointment.

Pursuant to the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sahil P Shah is retired on completion of his tenure andbeing re-appointed as Whole-Time Director w.e.f. 01.04.2022 subject to shareholders'approval at the forthcoming Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company: As ofMarch 31 2022 the following are the Key Managerial Personnel (KMP) of the Company as perSection 2(51) and 203 of the Act:

Sl. No. Name of Person Designation
1. PANKAJ P SHAH MANAGING DIRECTOR
2. SAHIL P SHAH WHOLE-TIME DIRECTOR
3. NAVEEN KUMAR JAIN CHIEF FINANCIAL OFFICER
4. BHAWANA SONGARA COMPANY SECRETARY

During the year under review there is no change in the Key ManagerialPersonnel of the Company.

POLICY ON NOMINATION & REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act2013 the policy on the 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 available on the website of theCompany at www.pgfoils.in.

NUMBER OF THE MEETING OF THE BOARD

The details of the number of meetings of the Board held during thefinancial year 2021-22 form part of the

Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors has the following committees: 1. Audit Committee2. Shareholders'/Investors' Grievance Committee 3.Nomination and Remuneration/CompensationCommittee 4. Corporate Social Responsibility Committee Details of theCommittees along with their composition number of meetings and attendance at the meetingsare provided in the Corporate Governance Report

FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended on March 31

2022 has been prepared in accordance with the Indian

Accounting Standards (IND AS) notified under Section

133 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 as amended from time to time. The estimates and judgements relating to theFinancial

Statements are made on a prudent basis so as to reflect in a true andfair manner the form and substance of transactions and reasonably present theCompany's state of affairs profits and cash flows for the year

March 31 2022. The notes to the Financial Statements adequately coverthe standalone and consolidated Audited Statements and form an integral part of thisreport.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and /or Board undersection 143(12) of the Companies Act 2013 and Rules framed thereunder.

SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to‘Meetings of the Board of Directors and ‘General Meetings' respectivelyhave been duly followed by the Company.

DETAILS OF SUBSIDIARY ASSOCIATES & JOINT VENTURE COMPANY

The Company does not have any subsidiaries associates and jointventure company.

RISK MANAGEMENT

The Company follows well-established and detailed risk assessment andminimization procedures which are periodically reviewed by the Board. The Company has inplace a business risk management framework for identifying risks and opportunities thatmay have a bearing on the organization's objectives assessing them in terms oflikelihood and magnitude of impact and determining a response strategy.

AWARDS & RECOGNITION

Our beloved Shri Pankaj P Shah Managing Director has been honored andawarded "Indian Leadership Award for Industrial Development" by All IndiaAchievers Foundation New Delhi and Manufacturer of the Year in Foil Industry of India byTimes of India Group Jaipur.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI (LODR) Regulations 2015 Report on ManagementDiscussion and Analysis is annexed separately.

INDUSTRIAL RELATIONS

The Company continues to maintain cordial relation with its workerssupervisors & officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of the Securities and Exchange Board of India(SEBI) the Company's shares are being compulsorily traded in the dematerializationmode with effect from 2nd April 2001. Necessary agreements have been entered into by theCompany with NSDL CDSL and with Bigshare Services Private Limited who is registrar fortransfer of shares (demat and physical) of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 ofCompanies Act 2013 your Directors would like to inform the members that the auditedaccounts for the financial year 31st March 2022 are in full conformity with therequirements of the Companies Act 2013. The financial results are audited by thestatutory auditors M/s Sharma Ashok Kumar & Associates Chartered Accountants Pali.

The Directors further confirm that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) they have selected such accounting policies and applied them consistentlyand made judgments 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 Company for that period; (c) they have taken proper andsufficient care for maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) they have prepared the annual accounts forthe financial year ended March 31 2022 on a going concern basis; (e) they have laid downinternal financial controls for the Company and such internal financial controls areadequate and operating effectively; and

(f) they have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act 2013a Corporate Social Responsibility (CSR) Committee was constituted. The details aboutcommittee composition and terms of reference of the committee are given in the CorporateGovernance Report and details of CSR activities as required under Section 135 of theCompanies Act 2013 are given in Annexure ‘B'. The Company has a CorporateSocial Responsibility (CSR) Policy in place and the same can be accessed atwww.pgfoils.in.

CORPORATE GOVERNANCE

It has been the endeavour of your Company to follow and implement bestpractices in corporate governance in letter and spirit. The following forms a part ofthis Annual Report: i) Declaration regarding compliance of Code of Conduct by Boardmembers and Senior Management Personnel ii) Management Discussion and Analysis Report iii)Report on Corporate Governance iv) Auditor's certificate regarding compliance ofconditions of corporate governance

PARTICULARS OF LOAN INVESTMENT & GUARNTEE

The Company has complied with all provisions of section 186 ofCompanies Act 2013 and SEBI (LODR) 2015 in relation to loan investment & guaranteegiven by the

Company during the financial year ended 31st March 2022.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy. Thepolicy provides a channel to the employees to report to the management concerns aboutunethical behaviour actual or suspected fraud or violation of the Code of Conduct Policy.The mechanism provides for adequate safeguards against victimization of employees to availof the mechanism and also provides for direct access to the Chairman of the AuditCommittee in exceptional cases. None of the personnel of the Company has been deniedaccess to the Audit Committee.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationCompensation and Shareholders'/Investors' Grievance Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of therequirements of the Act and Regulation 18 of the Listing Regulations. The details of thesame are disclosed in the Corporate Governance Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 and as per Regulation 22 SEBI (LODR) Regulations 2015 the Companyhas made a formal Vigil Mechanism Policy which provides detailed procedure to protect theinterest of employees of the Company. Your Company has in place a vigil mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of your Company's Code of Conduct. Adequate safeguards areprovided against victimization to those who avail of the mechanism and direct access tothe Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism is availableon your Company's website www.pgfoils.in.

RELATED PARTY TRANSACTION

The particulars of contracts or arrangements made with related partiesmade pursuant to Section 188 of Companies Act 2013 is furnished in Note no. 41 and isattached to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedurescommensurate with its size and nature of business. The Company has identified anddocumented all key internal financial controls which impact the financial statements aspart of its Standard Operating Procedures (SOP). The SOPs are designed for all criticalprocesses across all its plants and offices wherein financial transactions are undertaken.The financial controls are tested for operating effectiveness through ongoing monitoringand review process of the management and independently by the internal auditors. In ourview the internal financial controls affecting the financial statements are adequate andare operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Boardthat they fulfill the entire requirement as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

The Board of Directors has taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking a due assessment ofthe veracity of the same.

AUDITORS

Statutory audit

M/s Sharma Ashok Kumar & Associates Charted Accountants Pali theAuditors of the Company has been appointed to audit the accounts of the Company for thefinancial year 2021-2022. As required under the provisions of the Section 139 of theCompanies Act 2013 the Company has obtained written confirmation from M/s

Sharma Ashok Kumar & Associates Chartered Accountants Pali awarethat their appointment if made would be in conformity with the limits specified in theSection.

Auditor's report

Observations in the Auditor's Report read with relevant notesforming part of the accounts are self-explanatory and give the required information.

Cost audit

M/s. Rajesh & Company Cost Accountants Jaipur have beenappointed for auditing cost accounting records of the Company for the year ending 31stMarch 2022. Pursuant to the provisions of Section 148 of the Companies Act 2013 and theRules made thereunder Members are requested to consider the ratification of theremuneration payable to

M/s. Rajesh & Company Cost Accountants Jaipur.

The due date for filing of the Cost Audit Reports for the financialyear 2021-22 is 30th September 2022 The Company has filed the reports with the Ministryof Corporate Affairs within the due date.

The Company has received letter from Cost Auditor to the effect thattheir re-appointment if made would be within the prescribed limits under Section 141(3)(g) of the

Companies Act 2013 and that they are not disqualified forre-appointment.

Secretarial audit

During the year under review M/s M Sancheti & AssociatesPracticing Company Secretary who was appointed as the Secretarial Auditor of the Companyhas issued the audit report in respect of the secretarial audit of the Company for thefinancial year ended March 31 2022. The Secretarial Audit Report for the financial yearended 31st March 2022 contains certain qualifications and clarification by the Board asfollows:

Observation (1): Pursuant to rule 5(8) of the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 everycompany shall within a period of sixty days after the holding of

Annual General Meeting Form No. IEPF-2 containing details of unclaimedamounts as referred in subsection (2) of section 125 of the Act. However the Company hadfiled same on 22nd April 2022 i.e. with delay of 160 days;

Observation (2): Form MGT-14 for Board meeting held on 13th August2021 which was required to be filed upto 11th September 2021 was filed on 05th October2021 i.e. with a delay of 24 days

Observation (3): Form MGT-14 for re-appointment of Mr. Sahil P Shahas Whole Time Director (KMP) which was required to filed upto 04th April 2022 was filedon

12th May 2022 i.e. with a delay of 39 days;

Clarification (1 2 and 3): Company being a compliant one intendsto file forms and returns within due date thereof.

However in the year some of the forms got delayed due to change insecretarial team of the Company; however company filed the requisite forms with additionalfee and Company took a note of delay in Board meeting and assurance committed to file therequired forms and return within stipulated time frame.

Observation (4): Preferential issue of specified securities made toperson who has sold or transferred any equity shares of the listed entity during the sixmonths preceding the relevant date.

Clarification: Event was not in knowledge of the Company and assoon as it came into knowledge the Company rectified it with revised resolution formodification of the previous one.

Observation (5): Company has failed to disclose in the explanatorystatement to the Notice dated 13th August 2021 of the annual general meeting for passingthe special resolution the identity of the natural persons who are the ultimatebeneficial owners of the entities to whom preferential issue of warrants is proposed.

Clarification: Ultimate beneficial owners of the entities disclosedin revised one.

Observation (6): Company delayed the filling of disclosures ofrelated party transactions on a consolidated basis for the half year ended on September2021 within the 30 days from the date of publication of its standalone financial resultsfor the said half year.

Clarification: Inadvertent delay was ratified with filing of the samewith BSE Limited and Company took a note of delay in Board meeting and assurance committedto file the required forms and return within stipulated time frame.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read withCompanies (Management and Administration) Rules 2014 the Annual Return of the Company inForm MGT-7 has been placed on the Company's website viz. www.pgfoils.in.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Management does not perceive any material changes occurredsubsequent to the close of the financial year as on March 31 2022 before the date ofreport dated 29th August 2022 affecting financial position of Company in any substantialmanner.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE

GOING CONCERN STATUS AND COMPANY'S

OPERATIONS IN FUTURE

There are no significant and material orders passed by theregulators/courts that would impact the going concern status of the Company and its futureoperations.

ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within theambit of Section 73 of the Companies Act 2013 and Companies (Acceptance of Deposits)Rules 2014.

PREVENTION OF SEXUAL HARASSMENT POLICY

TheCompanyhasinplaceaPreventionofSexualHarassmentpolicyinlinewiththerequirementsoftheSexualHarassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee hasbeen set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy.

During the year 2021-2022 no complaints were received by the Companyrelated to sexual harassment

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO

Information in accordance with the provision of the Clause (m) ofsub-section (3) of section 134 read with Companies

Disclosure of particulars in the report of Board of Directors Rules2014 regarding conservation of Energy Technology absorption & Foreign Exchangeearnings and outgo is given in the Annexure "A" forming part of this report.

CAUTIONARY STATEMENT

Statements in the annual return particularly those which relate toManagement Discussion & Analysis Report may constitute forward-looking statementswithin the meaning of applicable laws and regulations. Although the expectations are basedon reasonable assumptions the actual result might differ.

OTHER DISCLOSURES

There was no revision of financial statements and Board's Reportof the Company during the year under review;

There has been no change in the nature of business of the Company as onthe date of this report;

No application has been made under the Insolvency and Bankruptcy Code;hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

The requirement to disclose the details of difference between amount ofvaluation done at the time of onetime settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is notapplicable.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and supportreceived by the Company from its employees. It also places on record its deep gratitudefor the unstinted support the Company has received from banks institutions centralgovernment various state governments and local authorities during the year.

Specific acknowledgement is also made for the confidence andunderstanding shown by the Members in the Company.

.