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PG Foils Ltd.

BSE: 526747 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE078D01012
BSE 00:00 | 22 Oct 423.05 10.10
(2.45%)
OPEN

411.00

HIGH

429.00

LOW

398.65

NSE 05:30 | 01 Jan PG Foils Ltd
OPEN 411.00
PREVIOUS CLOSE 412.95
VOLUME 12141
52-Week high 505.00
52-Week low 66.00
P/E 13.46
Mkt Cap.(Rs cr) 343
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 411.00
CLOSE 412.95
VOLUME 12141
52-Week high 505.00
52-Week low 66.00
P/E 13.46
Mkt Cap.(Rs cr) 343
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 42nd Annual Report together with the AuditedFinancial Statements of the Company for the Financial Year ended March 312021.

FINANCIAL HIGHLIGHTS

Particulars 2020-21 2019-20
Total Revenue 26505.49 23590.42
Total Expenses 24103.65 21233.54
Profit/(Loss) before Depreciation Tax and Extraordinary Items 2401.84 2356.88
Less: Depreciation (463.69) (464.99)
Profit/(Loss) before Taxation and Extraordinary Items 1938.15 1891.89
Add: Exceptional Items Nil (328.45)
Profit before Tax 1938.15 1563.44
Less: Current Tax 263.68 36.74
Less/(Add): Deferred Tax 145.89 29.74
Profit for the year 1528.58 1496.96

DIVIDEND AND TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year. Duringthe year Board of Directors did not declare any dividend and No final dividend wasrecommended by the Board. OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover excluding trading turnover ofRs. 239.05 Crores as against Rs. 210.98 Crores in the previous year.

Profit before tax for the year is Rs. 19.38 Crores compared to profit of Rs. 15.63Crores in last year higher mainly due to strong earnings in last quarter of the year andin last year company had a loss of Rs. 3.28 Crores due to less claim allowed by insurancecompany towards fire in factory premises during F.Y. 2018-19.

Exports have increased to Rs. 3103.45 Lacs from Rs. 2625.18 Lacs in last year.

ISO 9001-2008 CERTIFICATION

The company has been awarded below mentioned certificates:

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

- DMF Type III certificate on 28th October 2011

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

- BIS certificate on 09th August 2018

- IVM Germany on 24th June 2018

DIRECTORS

• Pursuant to the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Shri Sahil P Shah is liable to retire by rotation at theforth-coming Annual General Meeting and being eligible offers himself for re-appointment.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

NAME OF PERSON DESIGNATION
1. PANKAJ P SHAH MANAGING DIRECTOR
2. SAHIL P SHAH WHOLE TIME DIRECTOR
3. NAVEEN KUMAR JAIN CHIEF ACCOUNTS OFFICER
4. BHAWANA SONGARA COMPANY SECRETARY

Finance & Accounts

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2021 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 as amended from time to time. The estimates andjudgements relating to the Financial Statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended March31 2021. The noted to the Financial Statements adequately cover the standalone andconsolidated Audited Statements and form an integral part of this report.

Reporting of frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under section 143(12) ofthe Companies Act 2013and Rules framed thereunder.

Risk Management

Company follows a well-established and detailed risk assessment and minimizationprocedures which are periodically reviewed by the Board. The Company has in place abusiness risk management framework for identifying risks and opportunities that may have abearing on the organization's objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy.

AWARD & RECOGNITION

Our Beloved Shri Pankaj P Shah Managing Director has been honored and awarded"Indian Leadership Award for Industrial Development" by All India AchieversFoundation New Delhi & Manufacturer of the Year in Foil Industry of India by Times ofIndia Group Jaipur.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI (LODR) Regulations 2015 Report on Management Discussion and Analysisis annexed separately.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers Supervisors &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) theCompany's shares are being compulsorily traded in the dematerialization mode with effectfrom 2nd of April 2001. Necessary agreements have been entered by the Company with NSDLCDSL and with M/s BigShare Services Private Limited who is registrar for transfer ofshares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013of your Directors would like to inform the members that the audited accounts for thefinancial year 31st March 2021 are in full conformity with the requirements of theCompanies Act 2013. The financial results are audited by the statutory auditors M/SSharma Ashok Kumar & Associates Chartered Accountants Pali. . The Directors furtherconfirm that:-

a. The applicable accounting standards have been followed in the preparation of theAnnual Accounts and proper explanations have been furnished relating to materialdepartures if any;

b. Accounting Policies have been selected and applied consistently and reasonably andprudent judgments have been made so as to give a true and fair view of the state ofaffairs of the Company as at 31st March 2021 and of the profit of the Company for the yearended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act 2013 a CorporateSocial Responsibility (CSR) Committee was constituted. Details of CSR activities asrequired under Section 135 of the Companies Act 2013 are given in Annexure 'B'

CORPORATE GOVERNANCE

It has been the Endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this AnnualReport:

Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement Personnel;

ii) Management Discussion and Analysis Report;

iii) Report on Corporate Governance;

iv) Auditor's Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN INVESTMENT & GUARNTEE

The company has complied with all the provisions of section 186 of companies' act 2013in relation to Loan Investment & Guarantee given by the company during the financialyear ended 31st March 2021.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides achannel to the employees to report to the management concerns about unethical behaviouractual or suspected fraud or violation of the code of conduct policy. The mechanismprovides for adequate safeguards against victimization of employees to avail of themechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. None of the personnel of the Company has been denied access to theAudit Committee.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Compensation andShareholder's/ Investor's Grievance Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013& as per Regulation 22 SEBI (LODR) Regulations 2015 Company have made a formal VigilMechanism Policy which provides detailed procedure to protect the interest of employees ofthe Company.

Your Company has in place a vigil mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of yourCompany's Code of Conduct. Adequate safeguards are provided against victimization to thosewho avail of the mechanism and direct access to the Chairman of the Audit Committee inexceptional cases. The Vigil Mechanism is available on your Company's websitewww.pgfoils.in

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 of companies act 2013 is furnished in Note no. 41 and is attached to thisreport.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with itssize and nature of business. The Company has identified and documented all key internalfinancial controls which impact the financial statements as part of its StandardOperating Procedures (SOP). The SOP's are designed for all critical processes across allits plants and offices wherein financial transactions are undertaken. The financialcontrols are tested for operating effectiveness through ongoing monitoring and reviewprocess of the management and independently by the internal auditors. In our view theinternal financial controls affecting the financial statements are adequate and areoperating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill the entire requirement as stipulated in Section 149(6) of the Companies act 2013so as to qualify themselves to be appointed as Independent Directors under the provisionsof the Companies act 2013 and the relevant rules.

AUDITORS

M/s Sharma Ashok Kumar & Associates Charted Accountants Pali the Auditors of theCompany to audit the accounts of the company for the Financial Year 2021-2022. Asrequired under the provisions of the Section 139 of the companies' act 2013 the Companyhas obtained written confirmation from M/s Sharma Ashok Kumar & Associates CharteredAccountants Pali aware that their appointment if made would be in conformity with thelimits specified in the Section.

AUDITOR'S REPORT

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

COST AUDIT

M/s. Rajesh & Company Cost Accountants Jaipur have been appointed for auditingcost accounting records of the Company for the year ending 31st March 2021. Pursuant tothe provisions of Section 148 of the Companies Act 2013 and the Rules made there underMembers are requested to consider the ratification of the remuneration payable to M/s.Rajesh & Company Cost Accountants Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2020-21 is30th September 2021. The Company has filed the Reports with the Ministry of CorporateAffairs within due date.

The Company has received letter from Cost Auditor to the effect that theirre-appointment if made would be within the prescribed limits under Section 141(3) (g) ofthe Companies Act 2013 and that they are not disqualified for re-appointment.

SECRETARIAL AUDIT

During the year under review M/S M Sancheti & Associates Practicing CompanySecretary who was appointed as the Secretarial Auditor of the Company has issued the auditreport in respect of the secretarial audit of the Company for the financial year endedMarch 31 2021. The Secretarial Audit Report which forms a part of the Annual Report isself explanatory and requires no comments.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT9 as a part of this Annual Report as ANNEXURE 'C' and is also available on the Company' swebsite viz. www.pgfoils.in

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

The Management does not perceive any material changes occurred subsequent to the closeof the financial year as on March 31 2021 before the date of report dated 13th August2021 affecting financial position of the Company in any substantial manner.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the Regulators/courts that wouldimpact the going concern status of the Company and its future operations.

Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2020-2021 no complaints were received by the Company related to sexualharassment

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of the Clause (m) of sub- section (3) ofsection 134 read with Companies Disclosure of particulars in the report of Board ofDirectors Rules 2014 regarding conservation of Energy Technology absorption &Foreign Exchange earnings and outgo is given in the Annexure "A" forming part ofthis report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Companyfrom its employees. It also places on record its deep gratitude for the unstinted supportthe Company has received from the Banks Institutions the Central Government the variousState Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding shown by theMembers in the Company.

Registered Office:

By Order of the Board

6 Neptune Tower

For P G Foils Limited

Ashram Road
Ahmedabad-380009 Pankaj Raj Shah Sahil P Shah
Place: Pilalia Kalan Managing Director Whole Time Director
Date: August 13 2021 DIN 00160558 DIN 001603118

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