The Directors of your Company are pleased to present the 79th Annual Reporton the business and operations of the Company and the Audited Financial Statements for theFinancial Year ("F.Y.") ended March 312020.
1. FINANCIAL RESULTS:
The performance of the Company is summarized below:
(Amount in lakhs)
|Particulars (Standalone) || |
| ||2019 - 20 ||2018 - 19 |
|Income from Business Operations ||9669.90 ||10893.91 |
|Other income ||486.88 ||609.02 |
|Total Revenue ||10156.78 ||11502.93 |
|Total Expenditure ||9115.54 ||10367.52 |
|Profit before exceptional item and tax ||1041.24 ||1135.41 |
|Exceptional item ||- ||- |
|Profit before tax ||1041.24 ||1135.41 |
|Provision for Tax ||276.12 ||361.93 |
|Less/Add Deferred Tax Liability ||64.08 ||-206.86 |
|Prior year tax adjustments (net) ||-8.79 ||-12.46 |
|Profit after Tax ||709.82 ||992.80 |
|Other Comprehensive Income ||0.76 ||1.07 |
|Profit available for appropriation : ||709.06 ||993.87 |
|Less: Proposed Dividend on Equity Shares ||- ||- |
|Tax on proposed Dividend || ||- |
|Transfer to Reserves ||- ||- |
|Surplus carried to the Balance Sheet ||709.06 ||993.87 |
|Earning per Equity Share (Face Value: Rs. 50/-) || || |
|Basic ||591.52 ||827.33 |
|Diluted ||591.52 ||827.33 |
Note: Previous year's figures have been regrouped / reclassified wherever necessary tocorrespond with the current year's classification / disclosure.
The Company would like to reserve its profits for its growth; and hence your Directorsdo not recommend dividend for the Financial Year.
The appropriations for the year are:
|Particulars ||Standalone(in lakhs) |
|Net Profit for the year ||709.82 |
|Other comprehensive Income for the year ||0.76 |
|Balance of Reserve at the beginning of the year ||9004.02 |
|Transfer to General Reserve ||- |
|Prior year reversal of profit on account of cancellation of contracts ||(150.00) |
|Balance of Reserve at the end of the year ||9563.09 |
4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR:
The Company achieved a turnover of Rs. 9669.90 lakhs during the current year asagainst Rs. 10893.91 lakhs during the previous year. The profit during the year has beenRs. 709.82 lakhs as against Rs. 992.80 during the previous year 2018-19.
The Company is engaged only in one segment which is of manufacturing synthetic organictanning substance.
5. SHARE CAPITAL:
The Paid-up Share Capital of the Company as on March 312020 was Rs. 6000000/-consisting of 120000 Equity Shares of Rs. 50 each. The shares of the Company are listedon the BSE Limited since July 03 1995.
6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
During the year under review the Company does not have any subsidiary associateCompanies or Joint Venture. However the Company has a holding Company named AJICommercial Private Limited.
7. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act 2013 and to the best of their knowledgeand belief and according to the information and explanations obtained by them yourDirectors confirm the following statements:
a) that in the preparation of the Annual Financial Statements for the year ended 31March 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in the Notes to the financial statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31 March 2020 and of the profits of the Company for the year endedon that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the Annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls to be followed by the Company have been laiddown and that such internal financial controls are adequate and were operatingeffectively; and
f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposit under Section 73 and 74 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.
9. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Company's internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Polson Management System (PMS) that governs how the Company conducts thebusiness of the Company and manages associated risks.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
According to Section 134 (5) (e) of the Companies Act 2013 the term InternalFinancial Control (IFC) means the policies and procedures adopted by a company forensuring the orderly and efficient conduct of its business including adherence to thecompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.
The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Company's internal financial controlsystem also comprises due compliances with Company's policies standard operatingprocedures and audit and compliance by an in house internal audit division supplementedby internal audit checks from Nirmal Nagpal the Internal Auditor.
The Internal Auditor independently evaluated the adequacy of internal controls andconcurrently audit the majority of the transactions in value terms. Independence of theaudit and compliance is ensured by direct reporting to the Audit Committee of the Board. AMD and CFO Certificate forming part of the Corporate Governance Report further confirmsthe existence and effectiveness of internal controls and reiterates their responsibilityto report deficiencies to the Audit & Committee and rectify the same. During the yearsuch controls were tested and no reportable material weaknesses in the design or operationwere observed.
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
A) Since last Report following Changes in Directors and Key Managerial Personnel tookplace
During Financial year Mr. Abhay Bhalerao (DIN: 00974229) an Independent Director hasvacate the position of directorship w.e.f. 11.06.2019.
4- During Financial year Mr. Sudhir Hari Prasad Nevatia (DIN: 00001258) showed hisunwillingness to be re-appointed as an Independent Director in the Annual General meetingwhich was held on September 27 2019 due to pre-occupancy in other work.
4 During Financial year there was change in designation of Mrs. Sushila Kapadia (DIN:02105539) from Non-Executive Non-Independent Director to Executive Director on March 122020.
4 During Financial year there was change in designation of Mr. Dhau Lambore (DIN:02274626) from Executive Director to Non-Executive Non-Independent Director on March 122020.
In terms provision of the Act and the articles of association of the Company Mrs.Sushila Kapadia (DIN: 02105539) is retiring by rotation at the forthcoming Annual GeneralMeeting and being eligible has been recommended for re-appointment as a director liableto retire by rotation by the Board.
Details about the directors being appointed / re-appointed are given in the Notice ofthe forthcoming Annual General Meeting being sent to the members along with the AnnualReport.
None of the Directors are disqualified for being appointed as the Director of theCompany in terms of section 164 of the Companies Act 2013.
B) Declaration by an Independent Director(s) and re- appointment if any
The Company after due assessment took on record the necessary declarations receivedfrom each of the Independent Directors under Section 149(7) of the Companies Act 2013that they meet the criteria of Independence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations and also in theopinion of the Board and as confirmed by these Directors they fulfill the conditionsspecified in Section 149 of the Companies Act 2013 and the Rules made thereunder abouttheir status as an Independent Directors of the Company. In terms of Regulation 25(8) ofthe Listing Regulations the Independent Directors have confirmed that they are not awareof any circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties.
In the opinion of the board the independent directors possess the requisite expertiseand experience and are the person of integrity and repute. They fulfill the Conditionsspecified in the Companies Act 2013 and the rules made thereunder and are independent ofthe management. Further all the independent directors on the Board of the Company areregistered with the Indian Institute of Corporate Affairs Manesar Gurgaon("IICA") as notified by the Central Government under Section 150(1) of theCompanies Act 2013 and as applicable shall undergo online proficiency self-assessmenttest within the time prescribed by the IICA.
C) Number of Meetings of the Board of Directors
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.
During the period under review the Board of Directors met 8 (Eight) times viz. on May30 2019; July 17' 2019 August 14 2019; August 31 2019; November 14 2019; January 142020; February 13 2020 and March 12 2020 the details of the meetings of the board ofdirector of the company convened during the financial year 2019-20 are given in theCorporate Governance Report which forms part of Annual Report.
E) Familiarisation Programme for Independent Directors
All new independent directors inducted into the Board attend an orientation program.The details of training and familiarization program are provided in the CorporateGovernance report and are also available on our website (https://www.polsonltd.com).Further at the time of the appointment of an independent director the Company issues aformal letter of appointment outlining his/her role function duties andresponsibilities.
12. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees.
There are currently four Committees of the Board as follows:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Corporate Social Responsibility Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
13. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has adopted vigil mechanism policy under the provision of Section 177 ofthe Companies Act 2013. The vigil mechanism provides adequate safeguards againstvictimization of employees and directors who avail of the vigil mechanism and providesdirect access to the Chairperson of the Audit Committee.
14. AAANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Company is committed to maintain the highest standards of adhering to CorporateGovernance as per the requirements set out by the SEBI Listing Regulations. The Companyhas complied fully with Corporate Governance requirements under the SEBI ListingRegulations. A separate section on Corporate Governance practices followed by the Companytogether with a Certificate from Statutory Auditor and Management
Discussion and Analysis as stipulated under the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (the SEBI ListingRegulations) are annexed as Annexure A and form part of this Annual Report.
15. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
16. INDIAN ACCOUNTING STANDARDS (IND AS):
The Ministry of Corporate affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of thisnotification the financial statements for the year ended March 31 2020 are prepared inaccordance to the same.
17. CORPORATE GOVERNANCE CERTIFICATE:
Your Company has complied with Regulation 34 of SEBI (Listing Obligations andDisclosure Regulations) Requirements 2015 of the stock exchanges. A report on CorporateGovernance as stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosureRegulations) Requirements 2015 along with Independent Auditor's Certificate on compliancewith the Corporate Governance forms part of this Annual Report.
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and j industry experience cultural and geographicalbackground age ethnicity race and gender which will help us retain our competitiveadvantage. The Board has adopted the Board Diversity Policy which sets out the approach todiversity of the Board of Directors. The Board Diversity Policy is available on ourwebsite (https://www.polsonltd.com/investor.html)
Poison's Code of conduct for the prevention of insider trading
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite (https://www.polsonltd.com/investor.htm). The policies are reviewed periodicallyby the Board and updated based on need and new compliance requirement.
18. MANAGERIAL REMUNERATION:
Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are detailed inAnnexure B to this report.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:
The information as required under Section 134(3)(m) of the Companies Act2013 withrespect to conservation of energy technology absorption and foreign exchange earnings andoutgo are detailed in Annexure C to this report
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The provisions of Section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security is notapplicable to your company since no transactions of such nature has been undertaken orentered into by your company.
The amount of loan given is within the limits prescribed u/s 186 of the Companies Act2013.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto has been disclosedin Form No. AOC -2 as detailed in Annexure D to this report.
22. SUBSIDARY ASSOCIATE AND JOINT VENTURE:
The Company has no subsidiary or associate Company. Further the Company has not enteredinto any into joint venture. However the Company has Holding Company.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The CSR Policy of the Company andthe details about the development of CSR Policy and initiatives taken by the Company onCorporate Social Responsibility during the year as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 have been appended as Annexure E to this Report.
24. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return of the Company as on 31st March 2020 in Form MGT - 9in accordance with Section 92 (3) of the Act read with Companies (Management andAdministration) Rules 2014 is available on the website of the Company athttp://www.polsonltd.com/and is set out in Annexure F to this Annual Report.
25. STATUTORY AUDITORS
The shareholder at their Seventy Sixth (76th) Annual General Meeting held onSeptember 29 2017 approved appointment of M/s. R. G. B. & Associates charteredAccountants (FRN. 144967W) as Statutory Auditors of the Company for a period of five yearsfrom the conclusion of Seventy Sixth (76th) Annual General Meeting till theconclusion of the Eighty First (81st) Annual General Meeting. The requirementto place the matter relating to ratification in appointment of Auditors by Members atevery Annual General Meeting is done away vide notification dated May 7 2018 issued bythe Ministry of Corporate Affairs New Delhi. Accordingly no resolution is proposed forratification of appointment of Auditors.
The Auditors have confirmed that they are not disqualified from continuing as auditorsof the Company.
The notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.
There are certain observations made in the Auditor's Report therefore call for furtherComments under section 134 of the Companies Act 2013. The same are given as under;
Director's comment on Auditor's Observation
|Auditor's observation ||Director's comment |
|The company has not maintained proper records of Fixed Assets. ||The Company is in process of maintaining records of fixed assets and the same will be updated shortly. |
|As the Company has not maintained the Fixed Asset Register we are unable to get the list of all immovable properties held by the Company and its Title Deeds. ||All the title deeds of immovable properties are held in the name of the Company. The Company is in process of maintaining records of fixed assets. |
26. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s. Mihen Halani & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year endedMarch 312020.
The Secretarial Audit Report is annexed and detailed in Annexure G to thisreportherewith. The qualifications provided in the report are self-explanatory and alongwith explanation of Board are as follows.
COMMENTS ON QUALIFICATIONS IN SECRETARIAL AUDIT REPORT
|Comments in Secretarial Audit Report ||Directors Comment |
|Non -maintenance of fixed asset register ||The Company is in process of maintaining records of fixed assets. |
|Corporate Social Responsibility(CSR) under Section 135 of the Companies Act 2013 ||The Company has identified CSR projects/activities which are under scrutiny near the end of the year. The Company was identifying the proper sources through which the said expense can be directed. The Company shall be spending the CSR amount in the identified areas through the finalized sources. |
The other comments in the Secretarial Audit Report are self-explanatory.
Further Bombay Stock Exchange(vide) its letter LIST/COMP/Reg.27(2) & Reg.17 to21/Dec- 19/507645/283/2019-20 dated February 032020 has levied penalty of Rs.217120/-(Rupees Two Lac Seventeen Thousand One Hundred Twenty Only) for Non-Complianceof constitution of Nomination and Remuneration Committee(NRC). The Board mentioned thatthey faced numerous technical difficulties while preparing/filing the Corporate Governancereport including the difficulties while selecting the designation of various committeemembers. Due to which the company was imposed with the said penalty. The Company has filedrelevant reply along with all the supporting documents with the Stock Exchange. TheCompany is yet to receive response from the Stock Exchange for the same.
Further pursuant to the circular issued by the SEBI dated February 8 2019Secretarial Auditor has issued the "Annual Secretarial Compliance Report" forthe year ended on March 31 2020 and the same was submitted to the stock exchange in time.
27. COST AUDITORS
The Company is not required to appoint cost auditor pursuant to provisions of section148 of the Companies Act 2013 and rules made thereunder.
28. INTERNAL AUDITOR
The Board of Directors of the Company has appointed Mr. Nirmal Nagpal as an InternalAuditor of the Company for the financial year 2019-20 and there report is reviewed byAudit Committee from time to time.
29. POLICY FOR DETERMINING DIRECTORS' ATTRIBUTES AND REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES
Pursuant to Section 178 of the Act the Board has devised Nomination and RemunerationPolicy for determining director attributes and remuneration of Directors Key ManagerialPersonnel and Senior Management Employees. The Board Diversity and Remuneration Policyhas been framed to encourage diversity of thought experience knowledge perspective ageand gender in the Board and to ensure that the level and composition of the remunerationof Directors Key Managerial Personnel and all other employees are reasonable andsufficient to attract retain and motivate them to successfully run the Company. The saidPolicy is available on the website of the Company and can be accessed at the web link:www.polsonltd.com
30. PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.
31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to investorEducation and Protection Fund (IEPF).
32. COMPLIANCE WITH THE MINIMUM PUBLIC SHAREHOLDING (MPS) REQUIRMENTS
The company has complied with the Minimum Public Shareholding ("MPS")requirement as specified in Rule 19(2)and Rule 19A of the Securities Contracts(Regulation) Rules 1957 as mandated under Regulation 38 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
33. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company is committed to uphold and maintain the dignity of women employees and anInternal Complaints Committee has been formed for each location of the Company under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Further the Company has also framed Sexual Harassment Policy of Polson Limitedto prevent sexual harassment of women at work place. For the year under review no case ofSexual harassment was reported to the Internal Complaints Committee.
34. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT
There have been no 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.
35. MD/CEO/CFO CERTIFICATION
In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Managing Director and ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting has been obtained.
Your company has not issued equity shares with differential rights as todividend voting or otherwise;
Your Company did not allot any equity share as sweat equity shares. Thereforeno disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures)Rules 2014;
During the year under report no significant and material order was passed bythe regulators or courts or tribunals which would have impacted the going concern statusand your Company's operations in future.
Your Directors are grateful to the Investors for their continued patronage andconfidence in the Company over the past several years. Your Directors also thank theCentral and State Governments other Statutory and Regulatory Authorities for theircontinued guidance assistance co-operation and support received.
Your Directors thank all our esteemed clients associates vendors and contractorswithin the country and overseas for their continued support faith and trust reposed inthe professional integrity of the Company. With continuous learning skill upgradation andtechnology development Company will continue to provide world class professionalism andservices to its clients associates vendors and contractors.
Your Directors also wish to convey their sincere appreciation to all employees at alllevels for their dedicated efforts and consistent contributions and co-operation extendedand is confident that they will continue to contribute their best towards achieving stillbetter performance in future to become a significant leading player in the industry inwhich Company operates.
| ||For and On behalf of the Board of Directors of Polson Limited |
|Place: Mumbai ||Sd/- |
|Date: November 13 2020 ||Chandrakant Gupte Chairman DIN: 08019397 |