TO THE MEMBERS
Your Board of Directors are pleased to present the Thirtieth Annual Report and theAudited Financial Statements for the year ended 31 st March 2021.
FINANCIAL RESULTS (Simwy of key data)
Your Company's financial performance for the year ended 31st March 2021 Is summarizedbelow:
(Rs. In Lakhs)
|Particulars ||2020-2021 ||2019-2020 |
|Revenue Receipts (Gross) ||29462 ||40197 |
|Other-Income ||364 ||440 |
|Total Revenue Receipts fcidudlng ||29816 ||40637 |
|other income || || |
|Lees: GST ||3362 ||4530 |
|Revenue Receipts Indexing ||26434 ||36107 |
|other Income (Net) || || |
|Profit before Finance Cost ||3334 ||3204 |
|Depreciation || || |
|Less: Finance Cost ||28 ||30 |
|Depredation ||211 ||292 |
|Profit before tax ||3095 ||2882 |
|Less: -Current!** ||775 ||776 |
|- Deferred Thx ||(46) ||(73) |
|-Adjustment of tax relating to eaifer periods ||- ||54 |
|Profit alter tax ||2366 ||2125 |
|Balance br outfit forward from previous year ||323 ||428 |
|Other Comprehensive income/(loes) - (Netof!**) realized/paid ||(15) ||(42) |
|Gain on sale of Equity Instrument ||8 ||- |
|Profit aval la We for appropriations ||2682 ||2511 |
|APPROPRIATION || || |
|Final Dividend on Equity Shares ||- ||318 |
|fix on Fkial Dividend ||- ||66 |
|General Reserve ||2016 ||1804 |
|Balance Carried to Balance Sheet ||686 ||323 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The hlghghts of the Company's performance as compared to previous year are as under -
Profit Before Tax has Increased to Rs. 3095 lakhs as against Rs. 2882 lakhs Inthe previous year.
Profit After Thx has Increased to Rs. 2366 lakhs as against Rs. 2125 lakhs inthe previous year.
Net Worth of the company has Increased by 12.74% to Rs. 20878 lakhs excludingOCI.
Revenue from operations (Gross) decreased to Rs. 29462 lakhs as against Rs.40197 lakhs.
REVIEW OF OPERATIONS
Your Company's Total Revenue Receipts (Gross) Including other tocome durtog the yearunder review was Rs. 29816 lakhs. The Net Profit after tax of the company Increased by11.34% as compared to previous year.
TheCOVID-19 pandemic has affected operations of the company and its customerssignificantly due to lockdowns throughout the country and overseas. This Is evident In thetall to revenues as seen In the Financial resiits. The management took all possible stepsto safeguard the health and safety of its employees and other stakeholders. This responsehas reinforced customer confidence In our company and many of them have expressed theirappreciation aid gratitude for simporting their businesses under the most chaien^ngconditions.
The Indian <3DR after a steep fal of 24.4% and 7.3% In Q1 and 02 of FY2020-21respectively has shown recovery with 0.4% growth to 03. Based on this recovery trend theGDP for 2021 is estimated to be contracting by nearly 8% which Is a clear outcome of theefforts undertaken In minimizing the Impact of Covid-19 on the economy. However thesecond wave of the Covld-19 pandemic struck India wtth unforeseen fury and threatens tocompound the misery of repeated economic disruptions and slowdowns. The extent of economicloss wfl prim ally depend on howfast the chain of Infections can be broken and howeffectively India manages to contain this with mass vaccination efforts.
Your Company has achieved a direct export turnover (toelusive of export benefits) ofRs. 7441 lakhs. Your Company Is expected to achieve higher export tunovers In the years tocome.
The Board has recommended a final dividend of Rs. 2.50 per equity share of the facevalue of Rs. 10/- each. The final dividend on equity shares If approved by the Memberswould Involve a cash outflow of Rs. 265-25 Lakhs. The dividend If declared by themembers at the forthcoming Annual General Meeting will be paid to all the elglble memberson 15th day after the date of 30th Annual General Meeting.
The project Is In construction stage. Covld-19 pandemic has affected/continues toaffect the work adversely resulting in delays to completion. However all efforts arebeing made to minimize the delay to completion and the company expects to complete theproject during the cun-ent financial year.
Through consistent efforts towards achieving International quality standards YouCompany has created a good demand tor Its products. This has helped In facing competitiveprices fo both domestic and international markets. With sustained efforts we expectfurther Improvements In our performance In the current year. Your Company will continue toseek new markets while consolidating Its hold over existing customers.
RESEARCH AND DEVELOPMENT
Your Company has over the years Invested sljjnlflcantfy In Its Research &Development (R&D) facility as a key source of sustainable competitive advantage.Thein-house R&D division of Your Company located at Sltapura plant. Is recognized by theDepartment of Science and Industrial Research (DSIR) Government of India Detale areappended to Annexure I of thle Report.
Your Company considers R&D as an essential tool In developing innovative productsand maintaining it's technical advantage over competitors. R&D Is central to achievingexcellence In product qualty with Improved processes and optimization of avalableresources.
Your Company makes continuous efforts to adopt and Implement new technologies and toImprove the product-mtx/process to create higher value items at lower costs to widen Itsrange of new generation masterbatches and to facilitate the production of customizedproducts. It strives to leverage modem advances In science and technology and blend thesame with classical concepts of product development.
Your Company has established various quality Initiatives to meet or exceed theexpectations of Its customers. It has invested in various pilot plants andstate-of-the-art testing equipment to cany out all relevant tests for masterbatches whichsupport the smooth running atthecustomers' production processes.
Your Company receives continuous feedback through dose iiteraction with your Company'scustomers and Independent laboratories which It takes on board for the continuedoptimization of Its products and processes.
STAR EXPORT HOUSE STATUS AND CRISIL RATING
Sustained exports have enabled your Company to maintain Its Two Star Export HouseStatus under the Foreign Trade Policy 2015-2020.
Your Company's Credit Rating Is A/Stable/A1 assigned/ reaffirmed by CRISIL for itsworking capital borrowings which signifies a strong degree of safety with regard totimely payments.
DIR ECTOR SAND KEY MANAGERIAL PERSONNEL
As per the provisions of the Act and the Articles of Association of the Company ShriGaurav Goenka (DIN : 00375811) retiree by rotation at the ensuing 30th AnrusJ GeneralMeeting and being
eligible has offered hfcnself forre-appokrtment.
Shri R. K Sureka (DIN: 00058043) Director and CEO has resigned w.e.f. 1st August2021. The Board places on record a note of appreciation for the valuable services renderedby him during his long association with the Company.
The tenure of Shri M. Mahadeven (DIN: 00788991) Independent Director expires at theconclusion of the forthcoming Annual General Meeting. Based on the recommendation ofNomination and Remuneration Committee the Board recommends his reappointment for afurther period of five years till the conclusion of 35th Annual General Meeting to be heldIn 2026.
Your Company has received declarations from all the Independent Directors of thecompany conltmfcig that they meet the criteria of Independence ae prescribed under the ActandSEBI (Listing O big at Ions and Disclosure Requirements) Regulations 2015.
The Disclosure relating to remuneration and other details as required under section197(12) of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Is annexed and marked as Annexure II tothis Report
A calendar of Meetings Is prepared and circulated In advance to the Directors. Duringthe year Fou Board Meetings and Four Audit Committee Meetings we re convened and heldthe details of which are given In the Corporate Governance Report. The Intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013. Forfurther details please refer to the report on Corporate Governance annexed to this AnnualReport.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your Company is in compliance with al the appScable provisions of Corporate Governancea stipulated under Chapter IV of the Listing Regulations. A detailed report on CorporateGovernance and the Management Discussion and Analysis Report as required under the ListingRegulations is provided in a separate section and forms part of the Annual Report Therequisite Certificate from 1he Auditors of the company confirming compliance with theconditions of Corporate Governance Is attached to the report of the Corporate Governance.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Rotated Party Transactions that were entered Into during the financial year underreview were on an arm's length basis In the ordinary course of business and in compliancewith the applicable provisions of the Art and the Listing Regulations. There were nomaterially significant Related Party Transactions made by your Company durfag the yearthat required shareholders' approve under Regulation 23 of the Listing Regitiations.
All Related Party Transactions are placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee la obtained for the transactionswhich are repetitive or when the need for them can be foreseen inadvance.
None of the transactions entered Into wtth related parties falls under the scope ofSection 188(1) of the Act. Details of transactions with related parties as required underSection 134 (3) <ti) of the Act read wtth Rule 8(2) of the Companies (Accounts) Rules2014 are provided in Note no. 33 to the Financial Statement and forme part of this Report.Your Company has adopted a Policy for dealing with Related Party Transactions. The Policyas approved by the Board may be viewed on the Compan/s website at the web link!www.poddaiplgmentsltd.com.
Rirther the Company has not entered Into any material related party transactionsdialog the year under review. Accordingly the disclosure of related party transactions asrequired inder Section 134 (3) (h) of the Act In form AOC-2 Is not applicable to yourCompany.
COMPLIANCE WTTH THE CODE OF CON DUCT
The Directors and Senior Management Personnel have reaffirmed their compliance wtth thecode of conduct.
During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.
The Information required under Section 197 (12) of the Companies Act 2013 read withRules 6 (2) & 6 (3) of the Compan/s (Appointment and Remuneration of ManagerialPersonnel) Rules 2014r Is given In the Annexure III hereto forming part of the Report.
Your Company has put in place a policy on succession to assess develop and retain atalent pool of associates In order to ensures conttoulty of leadership for all criticalpositions.
MECHANISM FOR EVALUATION OF BOARD
Evaluation of all Board members Is done on an annual basis. The evaluation Is done bythe Board Nomination and Remuneration Committee and Independent Directors wtth specificfocus on the performance and effective fmctionlng of the Board and Individual Directors.
The criteria cover various aspects for the evaluation of Independent Directorsincluding participation at the Board/Commlttee meetings effective use of knowledge andexpertise management of relationship with stakeholders integrity and maintaining ofconfidentiality unbiased behaviour and Jud^rient the exercise of objective Independentjudgment In
the best toterest of the Company ability to contrtHJte to and monitor corporategovernance practice and adherence to the code of conduct for Independent directors.
For the evaluation of the Board aspects such as the development of suitable strategiesand business plans imptementation of robust policies and procedures size structure andexpertise of the Board are considered.
For the evaluation of the Executive Directors aspects such as achievement of financialhealth and diving of overall progress balanced wtth the needs of shareholders clientsemployees and other stakeholders to alignment with the vision and mission of Company areconsidered.
For the evaluation of Non-Executive Directors' aspects such as participation In theBoard/Commlttee meetings affective deployment of knowledge and expertise Independence ofbehaviour and Judgment are considered.
Forth evaluation of the Committees aspects such as discharge of Its functions andduties as per Its terms of reference process and procedures followed for discharging Itsfunctions & effectiveness of suggestions and recommendations received are considered.
For the evaluation of the Chairperson of the Board aspects such as managingrelationships wtth the members of the Board and Management provkSng ease of raising ofIssues and concerns by the Board members and promoting constructive debate and effectivedecision-making at the board are considered.
The evaluation process has been explained In the Corporate Governance Report section Inthis Annual Report. The Board has approved the evaluation results as cdated by theNomination and Remuneration Committee.
AUDITORS AND AUDITORS' REPORT Statutory Auditor*
At the 26th Annual General Meeting held on 26th September 2017 M/s. M. L Garg &Co. Chartered Accountants were appointed as the Statutory AuStors of the Company to holdoffice from the conclusion of the 26th Annual General Meeting uitll the conclusion of the31 st Annual General Meeting.
The Notes on financial statement referred to In the Audtors' Report areself-explanatory and do not call for any further comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contato any quaiflcatton reservationor adverse remark.
The Statutory Auditors have not reported any tocldent of fraud to the Audit Committeeofthe Company to 1he year mder review.
Complying wtth the provisions of Section 148 of the Companies Act 2013 and the MCAGeneral QrmJar No. 16/2011 dated Apr! 112011 (as amended vide General Circular No.36/2012 dated 6th November 2012) subject to the approval of the Central
Government the Audit Committee has recommended and the Board of Directors hadappointed M/8. K. G. Goyal & Associates Cost Accouitants Jaipur being eligible andhaving sought the appointment as Cost Auditors of the Company to cany out the Cost Auditof all the products manufactured by the Company for the year ended March 2021. YourCompany submits Its Cost Audit Report with the Ministry of Corporate Affairs within thestipulated tfcw
Pursuant to provisions of Section 204 ofthe Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Shri B. L. Patni Practicing Company Secretary to conduct Secretarial Audit forthe financial year 2020-21. The Secretarial Audit Report for the financial year endedMarch 31 2021 is annexed and marked as Annexure-IV to nils Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
ENVIRONMENT SAFETY ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
Your Company accords high priority to health safety and environment particularly inand around its facilities. The Company considers It essential to protect the Earth and Itslimited natural resources as well a3 the health and well-being of every person. Safetyawareness is provided through regular safety awareness programs basic fire safetytraining mock thills etc. As a part of safety management system a comprehensive safetymanual has been developed for use by the operating and safety personnel. There haven'tbeen any accidents reported dialng the year under review.
Also energy conservation Is a key priority foryour Company and It continuously strivesto achieve this through process improvements and thro ugh the enhancement ofequpmentcapabllties.
Particulars relating to Energy Conservation (Refer Annexure-V) Technology Absorption(Refer Annexure-VI ) and Foreign Exchange Earnings and Outgo (Refer Annexure-VI I) asrequired under section 134 of the Companies Act 2013 are enclosed as a part of thisreport
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Is a commitment from the Company to Improve the qualityof life of the community and society at large. The Company behoves in laidertakingbusiness hi such away that it leads nc* only to the overall development of al Itsstakeholders but also to the upllftment of the society.
The CSR policy was adopted by the Board of Directors on the recommendation ofthe CSRCommittee. Report on CSR as Per Rule 9 of Companies (Corporate Social ResponsibilityPolicy) Rules 2014fe enclosed asAnnexine VIII tothlsReport.
Your Company has spent Rs. 55.92 Lakhs under Its Corporate Soda! ResponsfcJllty dialngthe year
Under Section 134(3)(n) of the Companies Act 2013 & under regulations 21 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Company hadformulated a Risk Management Pdcy for dealing with different kinds of risks which It facesIn day to day operations of the Company. The Risk Management Polcy of the Company outflnesdifferent kinds of risks and risk-mitigating measures that are to be adopted by the Board.The company has adequate Internal control systems and procedures to combat the risk. TheRisk management procedure is reviewed by the Audit Committee and Board of Directors everyquarter at the time of review of Quarterly Financial Results of the Company. This has alsobeen covered In the Management Discussion and Analysis forming part of this report
VIGIL MECHANISM/WHISTLE BLOWER POUCY
Your Company has adopted a Whistle Blower Policy to provide a forma mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of-the Company's Code of Conductor Ethics Policy. The Policyprovides tor 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 have been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Company atwww.poddarplgmentsltd.com.
PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct tor Prevention of Insider Thadlng toregiiate trading In securities by the Dfrectors and designated employees of the Company.The Code reqies pre-clearance for dealing In the Company* shares and prohibits thepurchase or sale of Company shares by the Dfrectors and the designated employees while inpossession of unpublished price sensitive MormalJon jgJbout the Company and during theperiod when the Trading Window Is closed. Al the Directors and the designated employeeshave confirmed compliance with the Code.
All properties and Insurable Interests of the Company Including bulking plant andmachinery and stocks have been fully Insured.
Directors' & Officers Liability (D & 0) policy covers the Directors andOfficers of the Company against the risk of third-party dal ms arising out of theiractiona/dedsions in the normal course of discharge of their duties which may result infinancial loss to any third party.
INTERNAL FINANCIAL CONTROLS
Your company has well established systems & rules for ensuring the orderly andefficient conduct of business Including adherence to company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and timely preparations of reliable financial statements.
Required system to cany out risk assessment for Identtfyfog the risks along with itspossible magnitude that need to be mitigated to determine the risk In each process andthen to develop and design vrtemaJ control to mitigate each risk is in existence.
Your company has a well-tested ERP system with the requisite vrtemaJ control to ensue-financial safety as well as a timely preparation of reliable financial statements.
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 Act and the rules made thereunder.
PARTICULARS OF LOAN GUARANTEE AND INVESTMENT
During the year your Company has not given any long-term Intercorporate depoeiLThedetails of the investments made by company are given In Notes no. 4&8 In the financialstatements.
EXTRACT OF THE ANNUAL RETURN
In accordance with section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return inForm MGT 9 Is available on the Company's website at htip3tfwww.poddarpl9nent8ltd.com.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of the Internal Financial Controls and compliance systemsestablished and malntakied by the company the wortc performed by the Internal StatutoryCost and Secretarial Auditors Including Audit of internal Financial Controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees Indudfog the Audt Committee the Board believes -that theCompany's Internal Financial Controls were adequate and effective during 1he financialyear2020-21.
According under Section 134 (3) (c) and 134(5) of the Act based upon thecertification from SMPs the Board 0# Directors to -the best of their knowledge andabtty confirm:
a) 1hat in the preparation of the Annual Accounts the applicable accounting standardshave been followed along wtth proper explanation relatangto material departures;
b) thatthe Company has selected such accountkig policies and applied them consistentlyand have made judgments and estbnates that are reasonable and prudent to give a true andfair view of the state of affairs of the Company as of 31st March 2021 and of the profitof the Company for the period ended on that date;
c) that the Company has taken proper and sufficient care to ensure the maintenance ofadequate accounting records as per the provisions of the Companiee Act 2013 forsafeguarding Its assets and for preventing and detecting fraud and other irregularities;
d) that the Annual Accounts have been prepared on a 'going concern' basis;
e) lhatthe Company has laid down internal financial controls to be followed by thecompany and that such litemaJ financial controls are adequate and are operatingeffectively and
1} that the Company has devised proper systems to ensure compliance wtth the provisionsof all applicable laws and that such systems are adequate and operating effectively.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
1. Transfer of Unclaimed Dividend to IEPF:
As reqi*ed uider Section 124 of the Ad the Unclaimed Final Dividend amount aggregatingto Rs 1313168/- pertaining to the financial year ended on 31st March 2013 lying wtththe company for seven years were transferred during the financial year 2020-21 to theInvestor Education and Protection Fund (IEPF) established by the Central Government on24.10.2020.
2. Transfer of Share* to I EPF:
As required under Section 124 of the Act the company has transferred 298463 equityshares related to Intertn dMctend 21223 Equity Shares related to final dMdend for FY2010- 11 17615 Equity Shares related to final dividend for FY 2011-12 and 25900 EquityShares related to final dividend for FY 2012-13 which has not been clakned by the membersfor 6even consecutive years or more have been transferred by the company to the InvestorEducation and Protection Fuid (IEPF). Out of that 700 equity shares has been claimed byshareholders from IEPF authority. Details of shares transferred have been uploaded on thewebsite of IEPF as well as the Company.
3. Sharehoiders/dalmants whose shares unclaimed dividend
have been transferred to the afo restated IEPF Suspense Account or the Rjnd as thecase may be may claim the shares or apply for refund by making an application to the IEPFAuthority In Form IEPF-5 (available on http://Www.lepf.gov.ln) along with reqiisftafee asdecided by the IEPF Authority from time to time.
4. Further 1he Company shall be transferring the uidalmod Dividend for the financialyear 2013-2014 to the IEPF Account on or before September 30 2021. The Company shall alsobe transferg the shares on which the dividend has remained unclaimed Tor sevenconsecutive years to the IEPF Account simultaneously on the same date. The Company hassent intividual letters to the shareholders for claiming the said dividend and has alsoadvertised the same In the newspapers as per The Rules. Members are therefore requested toensue that they claim the rfividends referred above before they are transferred to thesaid Fund.
5. Detals of shares/shareholdere In respect of which dividend has not been claimed areprovided on our company webeite at https^/www.poddarpigmentsitd .com.The shareholders aretherefore encouraged to verify their records and claim thelrdMdends of ail the eerierseven years If not claimed.
The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards Issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.
Your Directors stats that no disclosure or reporting Is required during the year underreview as there were no transactions on the following Items:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Any Scheme of provision of money for the purchase of Its own shares by employees orby trustees for the benefit of employees.
3. Employees' Stock Options Scheme (ESOS).
4. Holding or Subsidiary or Associate Company.
5. Signifk^ornnaterialortlerswere passed by-the Regulator or Courts or Thbunate whichImpact the going concern statue and Company's operations In future.
6. Issue of any sweat equity shares.
7. Initiation of Corporate Insolvency Resolution Process under the Insolvency andBankruptcy Code 2016.
8. There Is no change In nature of business of the Company
Your Directors further state that during the year under review no case was tiledpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
No material changes and commitments have occurred after the dose of the year till thedate of this report which affect the financial position of the Company.
The Management is grateful to the various government and eemi- govemment authoritiesbarkers hivestors marketing dealers suppliers vendors and customers for their valuedsupport and cooperation.
The Directors also wish to place on record their appreciation for the dedication andexcellent contribution of the employees In realizing and achieving the objectives of theCompany. The enthusiasm of the executives staff and workers has enabled the company toremain consistently on Its growth path.
For and on behalf of the Board of Directors
|PLACE: CHENNAI ||S/d ||S/d |
|DATE :31st JULY 2021 ||M. K. Sonthala ||Gaurav Goenka |
| ||DIRECTOR ||JOINT MANAGING DIRECTOR |
| ||(DIN: 00021297) ||PIN: 00375811) |