Your Directors have pleasure in presenting the 36 Annual Report and Audited Statementof Accounts of your Company for the year ended March 31 2020.
FINANCIAL RESULTS :
The salient features of the Company's working for the year under review are as under:
(Amount in Thousands)
| || |
|Particulars ||Year Ended ||Year Ended ||Year Ended ||Year Ended |
| ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Sales and other Income ||179822.97 ||519892.03 ||179872.67 ||520990.04 |
|Profit /(Loss) before Interest and Depreciation ||171354.24 ||22682.39 ||172043.31 ||22836.75 |
|Less: Interest ||10216.11 ||13837.52 ||10295.68 ||13860.78 |
|Profit/(Loss) before Depreciation ||1747.27 ||8844.87 ||(2466.32) ||8975.97 |
|Less: Depreciation ||883.06 ||1106.37 ||883.06 ||1106.37 |
|Profit/(Loss) Before Taxation ||(2630.44) ||7738.50 ||(3349.38) ||7869.61 |
|Less: Provision for Taxation (net) ||- ||2080.72 ||10.27 ||2333.90 |
|Less: Tax Adjustment relating to prior years ||- ||(474.42) ||- ||(343.08) |
|Add: Deferred Tax ||(10.75) ||(48.42) ||18.21 ||(20.01) |
|Net Profit/ ( Loss ) after Tax ||(2619.69) ||6180.62 ||(3377.87) ||5898.79 |
During the year under review the Company has recorded receipts of Rs. 1798.23 Lacs ascompared to Rs. 5198.92 Lacs in the previous year. The Company has recorded a Net loss ofRs. 26.20 Lacs as compared to a profit of Rs. 61.81 Lacs in the previous year. During theyear under review the turnover of the Company has been adversely impacted due to reductionin orders from Government Supply Outlets who are major customers of the Company anddownturn in the economic scenario.
With a view to boost growth the Company continues to focus on marketing anddistributing its products in Tier II and Tier III cities mainly in Maharashtra. TheCompany has tied up with METRO Cash & Carry giving the Company's products a widerreach. This business is slowly picking up. The Company has also added a Warehouse at Wadki Pune which has improved supply chain logistics.
The Company's trading activities in chemicals and minerals have encountered hurdles dueto restrictions on imports from China. The Company is exploring alternate sources forprocurement to step up its business.
The Company continues to interact with various entities for a Joint venture to developthe Data Center business at MIDC Dombivili with the help of professional consultants.However negotiations were interrupted by the COVID - 19 pandemic. Your Directors arecautiously optimistic of concluding negotiations in the near future.
With a view to conserving the resources of your Company your Directors have decidednot to recommend Dividend for the year.
The Company has not transferred any amount to the general reserves during the year
IMPACT OF COVID-19
The novel coronavirus outbreak in the last quarter of the financial year 2020 hassignificantly affected the FMCG industry. Your Company has been working on a safety-firstprinciple ensuring that its employees and business partners are safe and taking allnecessary precautions to control the spread of Coronavirus. In view of the lockdown acrossIndia the Company's operations had to be scaled down or shut down from the second half ofMarch 2020. While this has adversely impacted the sales performance we continue to closelymonitor the situation and take appropriate action as necessary to scale up operations indue compliance with the applicable regulations. As per our current assessment nosignificant impact on carrying amounts of inventories goodwill and trade receivables isexpected and we continue to monitor changes in future economic conditions. The eventualoutcome of the impact of the global health pandemic may be different from those estimatedas on the date of approval of the financial statements.
BUSINESS RISK MANAGEMENT
The Company manages and monitors principal risks and uncertainties that can impact theability of the Company to achieve its targets/objectives. Timely reports are placed beforethe Board for considering various risks involved in the Company's business/operations. TheBoard evaluates these reports and necessary/corrective action is then taken.
A brief report on risk evaluation and management is provided under Management'sDiscussion and Analysis Report forming part of this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate systems and procedures for implementation ofinternal financial control across the organization which enables the Company to ensurethat these controls are operating effectively.
In accordance with the Act and the Articles of Association of your Company Mr. UditSanghai and Mr. Rahul Kumar Sanghai retire by rotation and are eligible forre-appointment.
During the year under review Ms. Shobita Kadan resigned as Non-Executive IndependentDirector of the Company on November 2 2019.The Board places on record its appreciationfor the valuable services rendered by Ms. Shobita Kadan during her tenure on the Board.
The Board appointed Ms. Feroza Panday as an Additional Director designated asNon-Executive Women Independent Director of the Company on February 52020 and she holdsoffice up to the date of the forthcoming Annual General Meeting and being eligible offersherself for appointment as an Independent Director not liable to retire by rotation.
A brief profile of the Directors proposed to be appointed/re-appointed is annexed tothe Notice.
The Independent Directors have furnished necessary declarations as required under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
KEY MANAGERIAL PERSONNEL
Ms. Namrata Vanamala (Membership No. A40814) Company Secretary of the Company resignedwith effect from September 28 2019 and Ms. Vandana Yadav (Membership No. A40717) wasappointed as Company Secretary with effect from November 11 2019.
In terms of Section 203 of the Companies Act 2013 Mr. Udit Sanghai - ExecutiveDirector & CFO Mr. Umesh Agarwal Whole time Director and Ms. Vandana Yadav CompanySecretary are the Key Managerial Personnel of the Company.
The Board has carried out an annual performance evaluation of the Directorsindividually including Independent Directors Board as a whole and of its variouscommittees on parameters such as skills knowledge participation in meetingscontribution towards Corporate Governance practices compliance with code of ethics etc.
The Independent Directors have carried out a performance evaluation of non-independentDirectors Chairman of the Board and Board as a whole with respect to knowledge to performthe role time and level of participation performance of duties and level of oversightand professional conduct and independence.
The Directors expressed their satisfaction with the evaluation process.
During the year four Board Meetings were held details of which are given in theCorporate Governance Report.
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Joint Venture or Associate Company. The details of theperformance of the subsidiary companies are as follows:
i. POLO QUEEN CAPITAL LIMITED (PQCL)
PQPL is a wholly owned subsidiary of the Company. It was incorporated on March 3 2016.PQPL plans to set up a Pharma/Chemical plant/ factory at a plot situated at MIDC Mahadadmeasuring 79916 Square meters. The Company has commenced construction of admin/Pilotplant and also 16 sheds and work is progressing. The Company has completed construction ofresidential premises at Plot RH 38 situated at M.I.D.C MAHAD and Building CompletionCertificate has been obtained.
ii. POLO QUEEN SOLUTIONS LIMITED (PQSL)
PQSL is a wholly owned subsidiary of the Company. The Company was incorporated on March3 2016. The Company has plans to set up Data Centre on the Plot admeasuring 4960 Squaremeters in the name of the Holding Company at MIDC Dombivli Maharashtra. The Company islooking for a Joint Venture with a Foreign Investor. The Company has appointed KPMG asconsultant who are working on various options to identify a suitable Joint VenturePartner. Based on the Pitch Pack and financials submitted by KPMG the Company isexploring the possibility of a Joint Venture with International reputed players. TheCompany has also appointed Mindspring Advisors Private Limited who have been entrustedwith the assignment to identify a suitable Joint Venture Partner.
iii. POLO QUEEN PHARMA TRADE INDUSTRY LIMITED (PQPL)
PQPL is a wholly owned subsidiary of the Company. It was incorporated on March 3 2016.PQPL plans to set up a Pharma/Chemical plant/ factory at a plot situated at MIDC Mahadadmeasuring 79916 Square meters. The Company has already appointed KPMG as consultants toidentify a suitable Joint Venture Partner. In the meantime the Company is also exploringvarious options for the utilization of the allotted Plot. The Company has commencedconstruction of admin/Pilot plant and also 16 sheds with a view to obtaining BuildingCompletion Certificate (BCC) from MIDC. The work is progressing.
A statement containing salient features of the financial statements in Form AOC-1 asrequired under Section 129 (3) of the Companies Act 2013 forms a part of this AnnualReport.
Your Company has approved a policy for determining material subsidiaries and the sameis uploaded on the Company's website which can be accessed using the linkhttp://poloqueen.com/policies-and-codes.php. As per this Policy your Company does nothave any material subsidiary.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year were on an arm's length basis and in theordinary course of business.
The policy has been disclosed on the website of the Company at www.poloqueen.com. Weblink for the same is http://poloqueen.com/policies-and-codes.php.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas Annexure B to this Annual Report.
NOMINATION AND REMUENRATION POLICY:
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of Section 178 of the Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015 to recommend the Company's policy ondirectors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters and toframe proper systems for identification appointment of Directors & KMPs payment ofremuneration to them and evaluation of their performance. The policy is also posted on theCompany's website at www.poloqueen.com.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no Guarantees or Investments made by the Company pursuant to the provisionsof Section 186 of the Companies Act 2013 during the financial year under review. Thedetails of Loans have been disclosed in Note 38 to the Financial Statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Company does not own any manufacturing facility and hence the particulars relatingto conservation of energy and technology absorption as stipulated in the Companies(Accounts) Rules 2014 are not applicable. The Company has earned Rs.15.40 Lacs foreignexchange and has spent Rs.77.37 Lacs in Foreign Exchange during the accounting year ended2019-20.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 (3) (c ) of the Companies Act 2013 that:
a) the Annual Accounts have been prepared in conformity with the applicable AccountingStandards;
b) the Accounting Policies have been selected and applied on a consistent basis so asto give a true and fair view of the affairs of the Company and of the profit for thefinancial year;
c) sufficient care has been taken that adequate accounting records have been maintainedfor safeguarding the assets of the Company; and for prevention and detection of fraud andother irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) the internal financial controls laid down in the Company were adequate and operatingeffectively;
f) the systems devised to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively.
Your Company has not accepted any deposits from the public during the year within themeaning of Sections 73 to 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF EMPLOYEES
The Company has no employee in receipt of remuneration in excess of the limitprescribed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The prescribed particulars of employees required under Rule 5 of the aforesaidRules are attached as Annexure I to this Report.
The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances offraud and mismanagement if any and conducting business with integrity in accordancewith all applicable laws and regulations. The summary of the policy has been disclosed onthe website of the Company at www.poloqueen.com Weblink for the same ishttp://poloqueen.com/pdf/vigil-mechanism-policy.pdf.
As per the provisions of the Companies Act 2013 M/s. Gupta Raj & Co CharteredAccountants Chennai (FRN 001687N) were appointed as Statutory Auditors of the Companyfor a period of five years at the annual general meeting held in 2017 till the conclusionof 38th annual general meeting. The requirement for the annual ratification of auditor'sappointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017notified on May 07 2018. In view of this no resolution is proposed for ratification ofthe appointment of the Auditors at the ensuing AGM.
Pursuant to Sections 139 and 141 of the Act read with Companies (Audit and Auditors)Rules 2014 Gupta Raj & Co have confirmed that they are not disqualified fromcontinuing as Statutory Auditors of the Company.
During the year under review the Auditor has not reported any matter under section 143(12) of the Companies Act 2013 and therefore no default disclosed under section 134 (3)(ca) of the Act.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Grishma Khandwala Practicing Company Secretary (C.P. No. 1500) toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2020 is annexed herewith as 'Annexure - II' to this Report.The Secretarial Audit Report does not contain any reservation qualification or adverseremark.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return for FY2020 is given in Annexure III in the prescribedForm No. MGT-9 which is a part of this Report. The same is also available onhttp://poloqueen.com/notice.php.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
c) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
e) During the year under review there were no cases filed or reported pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
POLICY ON SEXUAL HARASSMENT:
The Company has adopted Policy on Prevention of Sexual Harassment of Women at theWorkplace in accordance with The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the financial year ended 31st March 2020the Company has not received any complaints pertaining to sexual harassment.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as Annexure-IV.
A detailed report on Corporate Governance forms part of this Annual Report. TheAuditors' Certificate on compliance with Corporate Governance requirements by the Companyis attached to the Report on Corporate Governance.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no Material Changes and Commitments affecting the financial position of theCompany between the end of the financial year to which the financial statements relate andthe date of this Report.
The Directors wish to take this opportunity to express their sincere thanks to theCompany's Bankers for their valuable support and the Shareholders for their confidence inthe Company.
| ||For and on behalf of the Board of Directors |
| ||NANDLAL SANGHAI ||DIRECTOR |
| ||RAHUL KUMAR SANGHAI ||DIRECTOR |
| ||PRABHAS SANGHAI ||DIRECTOR |
| ||UMESH AGARWAL ||WHOLE TIME DIRECTOR |
|Place : Mumbai || || |
| ||UDIT P. SANGHAI ||WHOLE TIME DIRECTOR & |
|Date : September 14 2020 || ||CHIEF FINANCIAL OFFICER |