Your Directors have pleasure in presenting their Twenty Seventh Report together withthe Audited Accounts of your Company for the year ended 31st March 2019.
STATE OF AFFAIRS SNAPSHOT OF FINANCIAL RESULTS
As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards ("Ind AS") from 1st April 2016 with atransition date of 1st April 2015. The financial statements of the Company forthe financial year 2018-19 have been prepared in accordance with IND AS prescribed underSection 133 of the Companies Act 2013 read with the Companies (Indian AccountingStandards) Rules 2015 and the other recognized accounting practices and policies to theextent applicable.
REVIEW OF PERFORMANCE
The financial results of the Company for the Accounting period ended March 31 2019 arepresented below
(Rs. In Lakhs)
| ||2018-2019 ||2017-2018 |
|Sales ||18323.72 ||18902.29 |
|Profit before tax ||1697.92 ||305.47 |
|Profit after tax ||1513.42 ||223.97 |
The performance of the company has been adversely affected during the last year onaccount of factors beyond the control of the company. The company is primarily engaged inAgro commodities/commodities sector which are heavily subject to the vagaries of nature.The company was adversely affected with the high volatility in prices in commodity marketsglobally in the last two years. Coupled with the above factors the commercial disparityin operation and poor off take/demand in export markets also further impacted the top lineand bottom line of the company. The Board after undertaking a detailed analysis on theoperating parameters/ performance and taking into account the overall debt position of thecompany along with the various steps undertaken for improvement of performance isconfident/ optimistic that the Company would be able to implement effective measures innormal course of business to revive and strengthen the operations of the Company.Accordingly the financial statements for the Financial Year 2018-2019 have been preparedon a going concern basis. A Techno Economic Viability study of the company was carried outon the directions of the lenders to the company during the year under review.
The segment wise revenue of your Company from operations for the fiscal year 2018-2019is as follows: Oil Division : Rs. 14329.48 Lakhs Agro Division : Rs. 3994.24 Lakhs
Highlights of performance of both the segments of the Company are discussed in theManagement Discussion and Analysis Report attached as Annexure II to this report.
Your Company generated a profit after tax from operations of Rs.1513.42 lakhs ascompared with Rs. 223.97 lakhs in the previous year. As there is increase in the netprofit the earnings per share of the Company has been increased to 26.51 to 3.92 pershare for the financial year 2018-2019.
CHANGE IN SHARE CAPITAL
During the year under review there has no change in the promoter's stake of theCompany.
In order to increase internal generation of funds and with a view to reducing financecosts your directors have decided no dividend be recommended for the year.
In accordance with the provisions of the Companies Act 2013 and Company's ArticleAssociation Mr. Rakesh V. Singh Whole Time director retires by rotation and offershimself for re-appointment. Necessary Resolution for re-appointment of directors is beingproposed in the Twenty Seventh Annual General Meeting. However Mr. Shankar Shrirang Jagtapresigned from the Board w.e.f. 31st January2019 and The Board has approved hisresignation as on that date.
In compliance with requirement with the Regulation of Securities Exchange Board OfIndia (Listing Obligation and Disclosure Requirements)Regulation2015 details of otherdirectorships membership in committees of other companies and shareholding in the Companyof persons appointed as Directors as on 31st March2019 are as under:
|Name of Director ||DIN ||Date of Appointment ||Qualification ||Directorship held in other Cos. in India as on 31.03.2019 ||Membership of Committees of other Companies in which he is a Director as on 31.03.2019 ||No. of Shares held in Companies (including those held by relatives) |
|Pradip P.Parakh ||00053321 ||30/06/2005 ||B.Com ||NIL ||NIL ||NIL |
|Ligy George ||07589299 ||10/08/2016 ||B. Sc ||NIL ||NIL ||NIL |
|Mayur S. Ghule ||07589305 ||10/08/2016 ||B.Com CA Inter ||NIL ||NIL ||NIL |
|Kewalchand M. Muthiyan ||07597879 ||25/08/2017 ||B.Com ||NIL ||NIL ||NIL |
|Shankar S. Jagtap ||07395002 ||15/01/2016 ||B.Sc. ||NIL ||NIL ||NIL |
|Rakesh V. Singh ||06987619 ||14/10/2014 ||B.A. ||NIL ||NIL ||NIL |
EXTRACTS OF ANNUAL RETURN
The extract of Annual Return in form no. MGT-9 as per Section 92(3) of the CompaniesAct 2013 as on 31stMarch 2019 is attached as Annexure V.
PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS
Loan guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the notes to the financial statements provided in the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and the SEBI (LODR) 2015 theCompany has formulated a Policy on Related Party Transactions and the same is uploaded onthe Company's website: https://www.pdoil.co.in/ Investor. Details of Related PartyTransactions are given in AOC-2 as Annexure-II.
NOMINATION AND REMUNERATION POLICY
The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of the Companies Act 2013 read with the Rules made thereunder and the Listing Regulations.
The Nomination and Remuneration Policy can be accessed on the website of the Companyhttps://www.pdoil.co.in/ Investor
CORPORATE SOCIAL RESPONSIBILITY
The Company has duly constituted a Committee under the nomenclature of Corporate SocialResponsibility Committee consisting of one non-executive Independent Directors. TheCommittee has developed Company's Corporate Social Responsibility Policy and is monitoringimplementation of the same. The CSR Committee reports to the Board of Directors. TheCorporate Social Responsibility Committee was formed pursuant to section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 to formulate and recommend to the Board a Corporate Social ResponsibilityPolicy indicating the activities to be undertaken by the Company as specified in ScheduleVII to the Act to recommend the amount of expenditure to be incurred on such activitiesand to monitor the Corporate Social Responsibility Policy of the Company from time to time
The Disclosure with respect to CSR activities forming part of this report is given inAnnexure-I.
The Company does not accept any deposits from public.
The Company has taken insurance cover for its assets to the extent required.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion and Analysis is attached as a part ofthe Annual Report
Effective corporate governance is necessary to retain the trust of stakeholders and toachieve business success. Corporate governance is about commitment to values and ethicalbusiness conduct. It is about how an organization is managed. It includes its corporateand other structures its culture policies and the manner in which it deals with variousstakeholders. As shareholders across the globe evince keen interest in the practices andperformance of companies corporate governance has emerged at the centre stage of the waythe corporate world functions. Corporate governance is vital to enable companies tocompete globally in a sustained manner and let them flourish and grow.
A separate Report on Corporate Governance is attached and forms part of the AnnualReport. The Auditors' Certificate regarding compliance of the conditions of CorporateGovernance is also annexed.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 the Directors confirm that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Conservation of Energy: - The conservation measures have been implementedwherever possible. The Company is making sincere efforts towards conservation of energythrough improved operational methods and by all possible means. The Information as perCompanies (Disclosure of particulars in the Report of Board of Directors) Rules 1988relating to conservation of energy is forming part of this report and annexed as AnnexureIII.
Technology Absorption The Company has not availed of imported technologybut has setup Laboratory and Quality Control Department to ensure the quality of differentproducts manufactured. The Company has carried out Research & Development in processdevelopments to minimize energy consumption.
Foreign Exchange earnings and outgo During the year under review noforeign exchange earnings were earned and the foreign exchange outgo was Rs. 511.64 lakhs(Previous Year Rs. 1761.26 Lakhs)
PARTICULARS OF EMPLOYEES
None of the employees of the Company was in receipt of remuneration as specified inSection 134 of the Companies Act 2013 read with Companies (Particulars of Employees)Rules 1975
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereemployees feel secure. All employees (permanent contractual temporary trainees) arecovered under the said policy. An Internal Complaints Committee (ICC) has also been set upto redress complaints received on sexual harassment. No complaint was pending at thebeginning of the year and none was received during the year.
M/s. BORA N S & Co Chartered Accountant Pune (Firm Reg. No. 148087W/168182) isappointed as Statutory Auditors of the Company to fill the casual vacancy caused by theresignation of M/s. Srishti Agarwal & Associates (Firm Reg. No.024461C) in the companyw.e.f. 12th December2018
However pursuant to Section 139 of the Companies Act 2013 the Board of Directorsrecommended to appoint M/s. BORA N S & Co Chartered Accountant Pune (Firm Reg. No.148087W/168182) as a Statutory Auditor of the Company for a period of 1 year w.e.f. 21stDecember 2018 which has been approved by the members of the company in Extra OrdinaryGeneral Meeting held on 31.01.2019. Your Company has received necessary certificate fromthem confirming that their appointment if made will be in accordance with the provisionsof the Companies Act 2013 and rules made there under.
Pursuant to Section 148(1) of Companies Act 2013 and Cost Records and Audit Rules2014 The Company had appointed M/s. M.R.Pandit and Associates as a Cost Accountant for afinancial year 2018-19 on such Remuneration as may be decided by the Board Of Directorsfrom time to time and submitted Cost Audit Report to Central Government within due date.
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 Directorshas appointed Ms. Trupti Anandrao Chendake Practicing Company Secretary for conductingSecretarial Audit of the Company for the financial year 2018-19. The Secretarial AuditReport for the financial year ended 31st March 2019 is annexed herewith asAnnexure IV. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by Regulators or Courts orTribunals which would impact the going concern status of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no significant material changes and commitments between the end of thefinancial year to the date on which the financial statement has been made.
RISK MANAGEMENT POLICY IMPLEMENTATION
Your Company's risk management is embedded in the business processes.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases.
ICRA Limited credit rating agency has after periodic surveillance retained the longterm and short term ratings for the Company at [ICRA] A-/Stable (pronounced as ICRA Aminus) and [ICRA]A2+ (pronounced as ICRA A two plus) respectively on the creditfacilities extended to the Company by bank(s). The outlook on the long term rating isstable.
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:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. No fraud has been reported by the Auditors to the Audit Committee or the Board.
5. No change in the nature of business of the Company during the year.
6. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this Report.
The statements made in this Directors' Report and Management Discussion and AnalysisReport describing the Company's objectives projections outlook expectations and othersmay be "forward-looking statements" within the meaning of applicable laws andregulations. Actual results may differ from expectations those expressed or implied.Important factors that could make difference to the Company's operations includes changein government policies global market conditions import-export policy foreign exchangefluctuations financial position raw material availability tax regimes and otherancillary factors
The Directors wish to convey their appreciation to all of the Company's employees fortheir enormous personal efforts as well as their collective contribution to the Company'srecord performance. The Directors would also like to thank the shareholders customersdealers suppliers bankers Government and all other business associates for thecontinuous support given by them to the Company and their confidence in the management.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Sd/- |
| ||PRADIP PARAKH |
|Place: Pune ||(DIN: 00053321) |
|Date: 25th July2019 ||CHAIRMAN & MANAGING DIRECTOR |