We have pleasure in presenting the 40th Annual Report together with the AuditedFinancial Statements of the Company for the Financial Year ended March 31 2019.
|FINANCIAL HIGHLIGHTS || ||(Rs. in Lacs) |
|Particulars ||2018-19 ||2017-18 |
|Total Revenue ||28580.02 ||27051.50 |
|Total Expenses ||26059.61 ||25035.75 |
|Profit/(Loss) before Depreciation Tax and Extraordinary Items ||2520.41 ||2015.75 |
|Less: Depreciation ||(414.58) ||(340.04) |
|Profit/(Loss) before Taxation and Extraordinary Items ||2105.83 ||1675.71 |
|Add: Extraordinary Items ||0 ||0 |
|Profit before Tax ||2105.83 ||1675.71 |
|Less: Current Tax ||569.43 ||815.81 |
|Less/(Add): Deferred Tax ||(81.41) ||129.91 |
|Profit for the year ||1617.81 ||729.99 |
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. 231.76 Crores as against Rs. 253.03 Crores in the previous year. Profit before tax forthe year is Rs. 21.06 Crores compared to profit of Rs. 16.75 Crores in last year highermainly due to income received towards maturity of policies under employee employer schemeof Rs. 14.26 Cr. and after considering additional demand of C forms and DEPB raised bydepartment of Rs. 2.44 Cr. along with interest and penalty.
Exports have increased to Rs. 2856.34 Lacs from Rs. 2690.78 Lacs in last year.
ISO 9001-2008 CERTIFICATION
The company has been awarded below mentioned certificates:
- ISO 9001:2008 certificate on 01st May 2012 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
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Sahil P Shah is liable to retire by rotation at the forth coming AnnualGeneral Meeting and being eligible offers himself for reappointment.
Further the Board of Directors re- appointed Shri Pankaj P Shah (DIN 00160558) asManaging & Executive Director of the Company for a further period of five yearseffective from January 17 2019 subject to the approval of the Shareholders at the ensuingAnnual General Meeting. A Resolution to this effect is included as part of the Noticeconvening the forthcoming Annual General Meeting.
Further the Board of Directors approved resignation of Shri Abhay P Shah Whole TimeDirector (DIN 00160590) from the post of Director of the company w.e.f. 05.10.2018
Due to having duplicate DIN Form DIR-12 has been refilled with the Registrar forupdating his DIN in the Company as previous DIN i.e. 02033393 is not functioning due tohis application of new DIN the said DIN is required to be surrendered.
Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
|S.NO. ||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. ||ARPIT LODHA ||COMPANY SECRETARY* |
|5. ||BHAWANA SONGARA ||COMPANY SECRETARY** |
* Mr. Arpit Lodha resigned from the post of Company secretary on. 20.10.2018 ** Ms.Bhawana Songara appointed as company secretary w.e.f. 13.08.2019
Finance & Accounts
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 312019 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 2019. 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.
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 "IndianLeadership Award for Industrial Development" by All India Achievers FoundationNew 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.
The company continues to maintain cordial relation with its Workers Supervisors &Officers in all divisions to enable it to achieve better performance.
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 2019 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 2019 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'
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:
i) 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 & GUARANTEE
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 2019.
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.
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. 40 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 financial controls are tested for operating effectiveness through ongoingmonitoring and review process of the management and independently by the internalauditors. In our view the internal financial controls affecting the financial statementsare adequate and are operating 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.
M/S Sharma Ashok Kumar & Associates Chartered Accountants Pali (FirmsRegistration No. 005848C) are the Statutory Auditors of the Company who were appointedfor a period of five years i.e. to hold office till the conclusion of this Annual GeneralMeeting of the Company are proposed to be re-appointed for second term of 5 (Five)consecutive years up to the Annual General Meeting be held in the calendar year 2024.Theobservation made in the Auditor's Report are self-explanatory and therefore do not callfor any further comments under Section 134(3)(f) of the Act.
During the FY 2018-2019 the Auditors have not reported any matter under Section143(12) of the Act therefore no details is required to be disclosed under Section134(3)(ca) of the Act.
M/s. Rajesh & Company Cost Accountants Jaipur have been appointed for auditingcost accounting records of the Company for the year ending 31st March 2019. 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 2018-19 was30th September 2019.
The Company has received letter from Cost Auditor to the effect that theirreappointment if made would be within the prescribed limits under Section 141(3) (g) ofthe Companies Act 2013 and that they are not disqualified for reappointment.
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 312019. The Secretarial Audit Report which forms a part of the Annual Report isself explanatory and requires following comments;
(i) Some payments related to some Micro or Small Enterprises are overdue from 45 dayswhich is in non-compliance of The Micro Small and Medium Enterprises Development Act2006.
(ii) Compliance officer/Company Secretary of the Company resigned on 20.10.2018 andsince then Mr. Pankaj Raj Shah has been designated as Compliance officer which is inviolation of sub-regulation (1) of regulation 6 of SECURITIES AND EXCHANGE BOARD OF INDIA(LISTIN OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 which states;
"A listed entity shall appoint a qualified company secretary as the complianceofficer"
(iii) Company is yet to transfer shares to IEPF for which the dividend has remainedunpaid or unclaimed for a consecutive period of seven years.
Under provisions of sub section 6 of Section 124 of the Act.
(iv) Form IEPF-2 (Statement of unclaimed and unpaid amounts) which is required to befiled within 90 days of Annual General Meeting is not filed till closer of the financialyear.
(v) All directors of the Nomination and remuneration committee shall be nonexecutivedirectors however Mr. Sahil P Shah whole time director was member of the said committeewhich was in noncompliance of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
(vi) Company has passed resolution pertaining to further issue of shares 2 times[firstly on 28.06.2018 (resolution passed in Extra-ordinary General Meeting of same date)and secondly on 28.09.2018 (resolution passed in Annual General Meeting of the same date)]but due to improper resolution and insufficient data in principle approval could not bereceived by the exchange further without compilation or withdrawal of previous offer nextoffer issued by the Company.
(vii) Regarding DIN of Independent Director's DIN
Management's reply (comments on above observations)
(i) Payment of due Amount is under process due to some technical issue in processing.
(ii) Company was continuing searching a Company secretary for the post but due toremote location of accounts department it got some delay to find the suitable person forthe post.
(iii) Company has sent the final list to the RTA/NSDL/CDSL and transfer is in finalstage.
(iv) Form IEPF got delayed due to inadvertent delay and non-availability of staff wellversed with ROC/Listing regulations. Form has been filed now.
(v) Inadvertent delay and non-availability of staff well versed with ROC/Listingregulations. Committee has been reconstituted now.
(vi) Withdrawal process of mentioned said resolutions has been initiated.
(vii) Mr. Udhan Kumar Chordia got mistakenly two DIN's for overcoming the error whilehis KYC process new DIN has been entered in the Company's record by refilling hisappointment form DIR-12 with retained DIN
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 notperceive any material changes occurred subsequent to the close of the financial year as onMarch 312019 before the date of report dated 13th August 2019 affecting financialposition 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 2018-2019 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 subsection (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.
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 hown by theMembers in the Company.
|Pipalia Kalan ||By Order of the Board |
|August 132019 ||For P G Foils Limited |
|Registered Office: ||Sd/- |
|6 Neptune Tower Ashram Road ||(Pankaj Raj Shah) |
|Ahmedabad Gujarat ||Chairman & Managing Director |
| ||DIN: 00160558 |