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Pioneer Embroideries Ltd.

BSE: 514300 Sector: Industrials
NSE: PIONEEREMB ISIN Code: INE156C01018
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VOLUME 3991
52-Week high 79.40
52-Week low 18.80
P/E 6.32
Mkt Cap.(Rs cr) 154
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 59.25
CLOSE 59.00
VOLUME 3991
52-Week high 79.40
52-Week low 18.80
P/E 6.32
Mkt Cap.(Rs cr) 154
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pioneer Embroideries Ltd. (PIONEEREMB) - Director Report

Company director report

To

The Members

PIONEER EMBROIDERIES LIMITED

Your Directors present the Twenty Ninth Annual Report of your Companyon the business and operations for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS (Rs. in lakhs)
For the year ended 31st March 2021 For the year ended 31st March 2020
Turnover - Domestic 18155.05 20177.43
- Export including Incentive 4441.91 3590.77
Other Income 187.23 183.26
Total 22784.19 23951.46
Profit before Financial Charges Depreciation Exceptional Items & Tax 2944.31 2093.64
Financial Charges 447.07 613.94
Profit before Depreciation Exceptional Items and Tax 2497.24 1479.70
Depreciation 816.30 871.21
Profit/(Loss) before Exceptional Items & Tax 1680.94 608.49
Tax Expenses - Deferred Tax (Credit) (285.60) -
Exceptional Items - Income / (Loss) (net) - 219.43
Net Profit / (Loss) 1966.54 827.92
Per Share data
Basic Earnings per Share (Rs.) 7.76 3.32
Diluted Earnings per Share (Rs.) 7.40 3.32
Book Value per Share (Rs.) 43.01 36.23

YEAR IN RETROSPECT

Profit before Finance Costs Depreciation Tax and Exceptional Itemsfor the year stood at '2944 lakhs (previous year '2094 lakhs) a substantial increase ofabout 41%. The Company generated an operational cash profit of '2497 lakhs during theyear under review (previous year '1699 lakhs) recording a growth of 47%. The Net Profitafter Exceptional Items and Tax for the year is '1967 lakhs (previous year '828 lakhs) ajump of 137%.

The impressive growth in profitability was a result of a significantrise in operating profit margins of the Company and lower financial charges compared toprevious years.

The operating profit margin of the Company witnessed an improvement ofabout 420 basis points in the year under review to 12.9 % from 8.7% earlier.

Turnover of the Company for the year under review stood at '22596lakhs as against '23768 lakhs in the previous year a drop of about 5% primarily onaccount of the weak sales reported in the first quarter of the year under review onaccount of the Covid 19 pandemic and the curtailed economic activity.

The Company's business segment of Specialized Polyester Filament Yarn(SPFY) managed to recoup the loss of business during the earlier months of the year underreview reporting a full-year revenue of '20153 lakhs (previous year '19924 lakhs).

Overall exports of the Company similarly increased 24% during the yearunder review to '4442 lakh (previous year '3591 lakh) again led primarily by the SPFYbusiness which witnessed its export revenues increase by over 30% to '4225 lakhs(previous year '3239 lakh)

Meanwhile the Embroidery and Laces Division (ELD) bore the brunt ofthe sluggish demand in both domestic and export markets resulting from the pandemic asits addressable market of Textiles and Clothing remained lackluster. The ELD segmentreported a turnover of '2444 lakhs (previous year '3844 lakhs) a drop of about 36%.

A detailed review of the performance during the year is given under thesection - Management Discussion and Analysis Report as stipulated under Regulation 34 readwith part B of Schedule V of Listing Regulations entered into with the Stock Exchanges isset out in a separate section and forms part of the Directors Report.

TRANSFER TO RESERVES

The Board does not propose to carry any amounts to reserves.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of Business of the Company. INDUSTRYOVERVIEW

Global apparel market shrunk by 22% coming down from US$ 1635 billionin 2019 to US$ 1280 billion in 2020. The consumption is expected to reach to pre-Covidlevels over next couple of years and then retrace its growth path to reach US$ 2007billion by 2025.

India's Textile industry estimated at about USD 140 bn in 2019-20contributes to 7% of industry output in value terms 2% of India's GDP and to 12% of thecountry's export earnings. The textile industry is one of the largest source of employmentgeneration in the country with over 45 million people employed directly including 3.5 mnhandloom workers across the country and another 600 mn people in allied sectors includinga large number of women and rural population.

Fabric production in India stood at 7436 million sq. mtr in FY19-20which has grown at 2% CAGR in the past five years. Garment production in India wasestimated at 22 billion pcs in 2019-20 while made-ups production stood at approx. 2.4billion Kg. Due to Covid-19 the 2020- 21 apparel and made-ups production is expected tofall 27% and 12% respectively. The Indian technical textiles market was estimated at US$20 billion in 2019-20 and grew at a CAGR of 10% since 2015-16.

The Indian textile industry is the second largest manufacturer andfifth largest exporter in the world after China. India's T&A exports reached US$ 33.5billion in 2019-20. Due to the impact of Covid-19 India's T&A exports are expected tofall around 15% to reach US$ 28.4 billion in 2020-21. India's exports of T&A areexpected to grow to US$ 65 billion by 2025-26 growing at a CAGR of 11%. Home textiles togrow 20-22% in fiscal 2022 after de-growth of 7-8% last fiscal Demand for home textilesrecovered swiftly on account of the extended stay at home period from the second quarterof fiscal 2021 and reopening of retail stores in key export markets; will sustain infiscal 2022.

The textiles sector has witnessed a spurt in investment during the lastfive years. The industry (including dyed and printed) attracted Foreign Direct Investment(FDI) worth US$ 3.46 billion from April 2000 to September 2020.

Government launched production linked incentive scheme to provideincentives for manufacture and export of specific textile products made of man-made fibre.It is also creating seven textile park to boost sales.

BANK BORROWINGS

The total secured borrowings as on year-end FY21 stand at about '2977lakhs ('3296 lakhs) including working capital of '1163 lakhs (previous year of '1485lakhs). As a major portion of its long-term borrowings was repaid in the earlier yearsthe Company witnessed its financial charges drop by 27% for the year to '447 lakhs(previous year '614 lakhs).

LISTING

The Equity Shares of the Company are listed with the BSE & NSE.

DIVIDEND

Your Directors are pleased to recommend final dividend @ of '0.25(Twenty Five naya paise) per equity share of '10 each for the financial year 2020-21 Thetotal outflow on account of dividend payout once approved by the shareholders would be'66.48 lakh. The said dividend shall be paid out of the current year profits.

SHARE CAPITAL

During the year 1240000 Equity shares of '10/- at '23/- each wereallotted on 28th December 2020 to Mr. Raj Kumar Sekhani promoter onpreferential basis. Also 380000 and 23000 Equity shares were allotted on 2nd February2021 and 24th March 2021 of '10/- each at '13.40/- each and '19.60/- eachrespectively to Employees under PEL ESOP Scheme.

Therefore the paid up equity share Capital of the Company stood at'265909420 comprising 26590942 equity shares of '10 each as at 31stMarch 2021.

SUBSIDIARY COMPANIES

The revenue of Hakoba Lifestyle Limited in current year stood at 'Nil('68.56 lakhs). Loss after tax and exceptional item stood at '0.82 lakh as compared to netloss of '6.08 lakhs in previous year.

The revenue of Crystal Lace (India) Limited in current year stood at'0.54 lakhs ('53.47 lakhs). The Company has incurred a net loss of '88.65 lakhs ascompared to net loss of '14.89 lakh in previous year mainly on account of payment ofproperty tax dues.

Pioneer Realty Limited had no activity during the year.

The statement of subsidiaries in Form AOC-1 (pursuant to first provisoto sub section (3) of section 129 of the Companies Act 2013) is provided as Annexure - Ato the Consolidated Financial Statement and hence not repeated here for the sake ofbrevity.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared incompliance with applicable provisions of the Companies Act 2013 and "Ind AS"issued by the Institute of Chartered Accountants of India as well as Listing Regulationsas prescribed by the Securities and Exchange Board of India (SEBI) and form a part of theAnnual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance with Auditors Certificate confirming compliance is attached and forms anintegral part of this Report. Further a declaration affirming compliance with the code ofconduct by all the Board members and senior management personnel along with certificateunder Regulation 17(8) of the SEBI Listing Regulations is also given in this AnnualReport.

ANNUAL RETURN

The detail forming part of the extract of the Annual Return in FormMGT-9 as required under Section 92 of the Companies Act 2013 is included in this reportas Annexure - A and forms an integral part of this Report. Also Annual Return are madeavailable on the Company's website (www.pelhakoba.com).

DIRECTORS

The Board regret to inform about decease of Ms. Sujata Chakravarty(DIN:07584280) on 4th May 2021. The Board places on record its' appreciationfor the contribution made during her tenure.

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Raj Kumar Sekhani (DIN:00102843) who retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment. Accordingly his re-appointment forms part of the notice of the ensuingAnnual General Meeting.

Further Mr. Harsh Vardhan Bassi (DIN:00102941) was appointed as aManaging Director of the Company for a period of five years up to 28th October2021. The Nomination and Remuneration Committee and the Board at their meetings held on 18thMay 2021 had approved the re-appointment of Mr. Harsh Vardhan Bassi (DIN:00102941) as aManaging Director of the Company for further period of 5 years from 29thOctober 2021 to 28th October 2026 at remuneration including perquisites notexceeding '500000/- (Rupees Five Lacs only) per month as per Schedule V at the forthcoming Annual General Meeting of the Company.

The Board at their meetings held on 18th May 2021 hadapproved the appointment of Ms. Sushama Bhatt (DIN: 09168896) and Mr. Saurabh Maheshwari(DIN: 00283903) as an Independent Director and an Executive Director of the Companyrespectively with effect from 18th May 2021 for a period of 5 years. Theregularization of the said Directors shall be at the ensuing Annual General Meeting. TheNomination and Remuneration Committee has recommended and Board has approved theappointment of Mr. Saurabh Maheshwari (DIN:00283903) from 18th May 2021 to 17thMay 2026 at remuneration including perquisites not exceeding '402000/- (Rupees FourLacs and Two Thousand only) per month as per Schedule V at the forth coming Annual GeneralMeeting of the Company.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company pursuantto Section 203 of the Companies Act 2013:

Sr. No. Name Designation
1. Mr. Harsh Vardhan Bassi Managing Director
2. Ms. Ami Thakkar Company Secretary
3. Mr. Deepak Sipani Chief Financial Officer (CFO)

BOARD PERFORMANCE/ EVALUATION

The performance evaluation of the non-executive directors is done bythe Board annually. This evaluation is based taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as theattendance and contribution of the member at the board/ committee meetings. The processalso considers core competency expertise personnel characteristic and specificresponsibility of the concerned director.

The performance evaluation of the Chairman and the Managing Directorwas carried out by the Independent Directors in a separate meeting of IndependentDirectors performance of Non-Independent Directors performance of the Board as a wholeand performance of the Chairman was evaluated taking into account the view of theExecutive Directors and Non-Executive Directors. A separate exercise was carried out toevaluate the performance of individual Directors who were evaluated on parameters such aslevel of engagement contribution and independence of judgment. The Board of Directorsexpressed their satisfaction with the evaluation process.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

All the Independent Directors have provided the declaration ofIndependence as required pursuant to Section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in subsection (6) and SEBI LODRRegulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are givenan orientation. Presentations are made by Executive Directors (EDs) and Senior Managementgiving an overview of the Company's operations to familiarize the new IndependentDirectors (IDs) with the Company's business operations. The new IDs are given anorientation on our products group structure and subsidiary company Board constitutionand procedures matters reserved for the Board and the Company's major risks and riskmanagement strategy. The Policy on the Company's Familiarisation Programme for IndependentDirectors (IDs) can be accessed.

BOARD MEETINGS

The details of number of meetings of the Board held during the yearforms part of the Corporate Governance Report and hence not repeated here for the sake ofbrevity.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

The provisions of Section 125(2) of the Companies Act 2013 ("theAct") read with Rules framed thereunder do not apply to the Company as it has notdeclared dividend from the FY 2007-08. However as per amendment to the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 dated 5thSeptember 2016 3750 shares have been transferred to IEPF suspense account on 4thFebruary 2021.

VIGIL MECHANISM

The Company has established a Vigil Mechanism/Whistle Blower Policythat enables the Directors and Employees to report genuine concerns. The Vigil Mechanismprovides for adequate safeguards against victimization of persons who use the VigilMechanism.

Details of the Vigil Mechanism/Whistle Blower policy are made availableon the Company's website (www. pelhakoba.com).

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of the Loans Guarantees and Investment covered under thesection 186 of the Companies Act 2013 are given in the Financial Statements.

CREDIT RATING

The details pertaining to credit rating forms part of the CorporateGovernance Report and hence not repeated here for the sake of brevity.

NOMINATION AND REMUNERATION POLICY

The Committee has framed a policy to determine the qualification andattributes for appointment and basis of determination of remuneration of all theDirectors Key Managerial Personnel and Senior Management. A copy of the policy is annexedas Annexure - B.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties for the year underreview were on arm's length basis and in the ordinary course of business and Company hasnot entered into any contract/arrangement/transaction with related parties which could beconsidered material in nature thus provisions of Section 188 of the Companies Act 2013and the Rules made thereunder are not attracted. Thus disclosure in Form AOC-2 in termsof Section 134 of the Companies Act 2013 is included as Annexure - C and forms anintegral part of this Report.

All related party transactions are placed before the Audit Committee asalso to the Board for approval.

The Company has developed a Related Party Transactions Policy which hasbeen uploaded on the website of the Company and web-link thereto has been provided in theCorporate Governance report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

The Company has never accepted any deposit from the public fallingwithin the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 or under Chapter V of the Act. Hence the requirement forfurnishing details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

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

There is no material change affecting the financial position of theCompany which have occurred between the end of the financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statement in terms ofSection 134(3)(c) of the Companies Act 2013:

(i) that in the preparation of the Annual Accounts for the year ended31st March 2021 the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures if any;

(ii) that the accounting policies selected and applied are consistentand the judgments and estimates made are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and ofthe net profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concernbasis;

(v) that the Directors had laid down adequate internal financialcontrols to be followed by the Company and these are operating effectively;

(vi) that adequate and proper systems to ensure compliance with allapplicable laws have been devised and such systems are operating effectively in theCompany.

STATUTORY AUDIT

M/s. S. K. Naredi & Co. Chartered Accountants (RegistrationNo.003333C) statutory auditors of the Company were appointed for a period of 5 years at25th Annual General Meeting as statutory auditors till the conclusion of 30thAnnual General Meeting as per the provisions of Section 139 of the Companies Act2013.

There is no qualification reservation or adverse remark or disclaimermade by the Statutory Auditors i.e. M/s. S. K. Naredi & Co Chartered Accountants inits report and therefore there are no further explanations to be provided for in thisreport and is prepared as per "Ind AS".

COST AUDIT

The Board of Directors on the recommendation of Audit Committee hasre-appointed M/s. Vipul Bhardwaj & Co. Cost accountants as Cost Auditor to audit thecost accounts of the Company for the year 2021-22 at a remuneration of '125000 plus GSTas applicable and reimbursement of out of pocket expenses. A resolution seeking member'sapproval for the remuneration payable to the Cost Auditor forms part of the Noticeconvening the Annual General Meeting. The Company has maintained cost accounts and recordsfor the business which is applicable as per Section 148(1) of the Companies Act 2013 forthe year ended 31st March 2021.

SECRETARIAL AUDIT

As required under Section 204 of the Companies Act 2013 and rules madethereunder the Company has reappointed M/s. Sanjay Dholakia & Associates a firm ofCompany Secretaries in Practice (Membership No.2655; C.P. No.1798) to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - Dand forms an integral part of this Report.

There is no qualification reservation or adverse remark or disclaimermade by the Secretarial Auditors in its report therefore there are no furtherexplanations to be provided for in this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigationsystem commensurate with its size scale and complexity of its operations. The scope andauthority of the Internal Audit function is also defined. The Audit Committee of the Boardactively reviews the adequacy and effectiveness of the systems.

The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of internal audit function corrective actions are undertaken in therespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors including audit of internal financial controls overfinancial reporting and the reviews performed by management and the audit committee theBoard is of the opinion that the Company's internal financial controls were adequate andoperating effectively as at March 31 2021.

During the year under review no material or serious observation hasbeen observed for inefficiency or inadequacy of such controls.

RISK MANAGEMENT

There is a continuous process for identifying evaluating and managingsignificant risks faced through a risk management process designed to identify the keyrisks facing business. Risks would include significant weakening in demand from core-endmarkets inflation uncertainties and any adverse regulatory developments etc. During theyear a risk analysis and assessment was conducted and no major risks were noticed.

IMPACT OF COVID 19

The COVID-19 pandemic manifested itself into a global crisis adverselyaffecting economies of all nations. Like elsewhere even in India the initial response bythe authorities was to impose nationwide lockdown leading to closure and/or disruption ofproduction and service activities. Our business operations across all manufacturing sitesand sales offices were consequently impacted upto the first quarter of the year underreview but stabilized over the ensuing three quarters. However the second wave of thepandemic since March 2021 has proven to be more infectious and severe than the initialwave last year and once again the businesses are feeling the impact of the same.

Your management places much importance to ensuring health and safety ofemployees and their families and while our manufacturing sites remain functional officesare either closed down as per lockdown directives of the local administration or areoperating with minimum staff. Employees continue to work from home for all crucialmatters. While up until now the impact of the second wave on the overall business is notsubstantial the situation is continuously evolving and extent to which your Company'soperational and financial position can get impacted still remains uncertain.

Your Company is confident that it is now much better equipped andfinancially strong to absorb any short-term business disruptions.

SAFETY HEALTH & ENVIRONMENT

The Company in order to ensure health and safety of its employees andother staff took adequate pre-emptive measures to enhance the hygiene and sanitizationprotocols across all offices and plants in line with guidelines in force by localauthorities. The health of the employees coming to work space is being continuouslymonitored for any signs of the health complications and adequate containment measures arein place. Your Company is committed to maintain its efforts in providing a safe workingenvironment to its employees for as long as the epidemic is prevalent. At the same timewe are keeping our plants operational and thus trying to contribute towards therestoration of the economic activity and provide earnings to labor and staff.

HUMAN RESOURCE

The Company takes pride in the commitment competence and dedicationshown by its employees in all areas of business. Employees are considered to be teammembers being one of the most critical resources in the business which maximize theeffectiveness of the Organization. Human resources build the Enterprise and the sense ofbelonging would inculcate the spirit of dedication and loyalty amongst them towardsstrengthening the Company's Polices and Systems. The Company takes various HR initiativesto align the HR policy to the growing requirements of business.

Your Company regularly conducts technical and safety trainingprogrammes.

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 orders passed by the Regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with Rule 14 the internalcommittee constituted under the said act has confirmed that no complaint/case has beenfiled/pending with the Company during the year.

MANAGERIAL REMUNERATION

a. Details of the remuneration of each director to the medianremuneration of the employees of the Company and other details as required pursuant toRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are annexed as Annexure - E.

b. The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report. Further the report and the accounts are being sent to themembers excluding the aforesaid annexure. In terms of Section 136 of the Act the saidannexure is open for inspection at the Registered Office of the Company. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are attachedas Annexure-F to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company seeks to build constructive relationship with all thestakeholders and wants to benefit from your Company's presence. The Company had formed theCSR Committee and has framed a CSR policy which has been uploaded on the website of theCompany. The provisions of CSR activities under Companies Act 2013 were applicable to yourCompany. A detail pursuant to Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed as Annexure - G.

Employee Stock Option Plan (ESOP)

Details of ESOP implemented from time to time are as below:

(a) options granted; 430000

(b) options vested; 403000

(c) options exercised; 403000

(d) options lapsed; 27000

(e) the exercise price; Allotment on 2nd February 2021 and24th March 2021 of '10/- each at '13.40/- each and '19.60/- each respectively

(f) variation in terms of options; No

(g) money realised by exercise of options; '5542800

(h) total number of options in force; NIL

(i) employee wise details of options granted to: (i) Key ManagerialPersonnel: NIL

There is no material change in the ESOP scheme and the same is incompliance with the SEBI (Share Based Employee Benefits) Regulations 2014. ESOP schemeare made available on the Company's website (www. pelhakoba.com).

As per Regulation 13 of Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 a certificate received from the auditors ofthe Company that the scheme(s) has been implemented in accordance with these regulationsand in accordance with the resolution of the Company in the general meeting is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR

During the year there were no application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016).

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year the Company had not made any One Time Settlement withany banks or Financial Institutions.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued byInstitute of Company Secretaries of India on Meeting of Board of Directors and GeneralMeetings.

ACKNOWLEDGEMENT

The Management of your Company is grateful to the GovernmentAuthorities Shareholders Valued Customers Company's Bankers Raw Material Suppliersand other Business Associates for their continued support and cooperation.

The Directors also wish to place on record their appreciation of theco-operation active involvement and dedication of the employees which enabled theManagement to contribute to the revival of your Company.

.