Pushpsons Industries Ltd.
|BSE: 531562||Sector: Industrials|
|NSE: N.A.||ISIN Code: N.A.|
|BSE 05:30 | 01 Jan||Pushpsons Industries Ltd|
|NSE 05:30 | 01 Jan||Pushpsons Industries Ltd|
Pushpsons Industries Ltd. (PUSHPSONSINDS) - Director Report
Company director report
Your Directors have pleasure in presenting their 25th Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2019.
Due to inadequate profits and accumulated losses your Directors have decided not torecommend any dividend for the current year.
Gross revenues for the financial year are Rs. 261.24 Lacs as against Rs. 243.14 Lacsin the previous year. Profit for the year under review was Rs. 17.49 Lacs as against Rs.0.34 Lacs in the previous year.
ANALYSIS AND REVIEW
(a) Industry Structure and Development
Your company is engaged in the exports and manufacturing of carpet & made-ups andis directly linked with demand in the international market.
(b) Opportunity and Threats
Your company is doing regular efforts for cost reduction and to improve the efficiencyand productivity. Once the global demand recession is over the opportunities for exportsshould increase and to take full advantage. There are challenges which in the short termwill moderate growth- inflation high interest rates depreciating rupee.
The company hopes to be benefited from their continuous efforts and expects an increasein demand in the Indian and Exports markets.
(d) Risks and Concern
The company has to meet the stiff competition exchange rate fluctuation uncertaincustomer schedules aggressive pricing strategy of competitors and changing technology.
(e) Human Resources/lndustrial Relations
It is the companys belief that Human Resources are the driving force towardsprogress and success of a Company. The company seeks to motivate and retain itsprofessionals by offering reasonable compensation and opportunity to grow in theorganization. The total permanent employees strength was Six (No. 6) as on 31stMarch 2019. The Industrial relations remained cordial during the year.
Your Company has not accepted any deposits from public during the year under review.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the company.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments 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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The Company has adequate system of Internal financial control with reference tofinancial statements The Company continues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Provisions of Companies Act 2013 regarding corporate social responsibility (CSR) arenot attracted to the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company continues its policy of giving priority to energy conservation measuresincluding regular review of energy generation and consumption and effective control onutilization of energy;
a. Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.
b. Company has not taken alternate source for utilization of energy as the same was notrequired.
c. No specific investment has been made to achieve reduction in energy consumption.
Your Directors are of the opinion that the Company has already opted for latesttechnology for producing Carpets Durries and Made-ups.
Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in quality ofits products and entire Research & Development activities are directed to achieve theaforesaid goal.
FOREIGN EXCHANGE EARNING AND OUTGO:
The exports on FOB basis are Rs. 231.60 Lacs (Previous year was Rs. 218.66 Lacs). Theexpenses in foreign exchange on Exhibition Expenses is Rs. 19.03 Lacs (Previous year wasRs. 9.57 Lacs) and Foreign Travelling is Rs. 4.58 Lacs (Previous year was Rs. 5.62 Lacs).
During the year 2018-2019 no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Companysoperation in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Companies Act 2013 Mr. Pankaj Jain and Mr. DhruvJain retire by rotation at the ensuing Annual General Meeting. The Board of Directors onthe recommendation of the Nomination and Remuneration Committee has recommended theirre-appointment.
The term of office of Mr. Pankaj Jain (DIN: 00001923) as Chief Executive Officer of thecompany will expire on 27th May 2019. Accordingly on the recommendation of theNomination and Remuneration Committee his tenure as Chief Executive Officer is extendedfor second term of five consecutive years.
The term of office of Mr. Dinesh Jain (DIN: 00001912) as Managing Director of thecompany will expire on 27th May 2019. Accordingly on the recommendation of theNomination and Remuneration Committee his tenure as Managing Director is extended forsecond term of five consecutive years.
The term of office of Mr. SatyaBhushan Lai (DIN: 00002582) as an Independent Directorof the company will expire on 31st March 2019. The Board of Directors based on theperformance evaluation and as per recommendation of the Nomination and RemunerationCommittee has recommended his re-appointment as an Independent Director of the Companyfor second term of five consecutive years on the expiry of his current term of office. TheBoard considers that given his background experience and contributions made by him duringhis tenure the continues association of Mr. Satya Bhushan Lai would be beneficial to theCompany.
The Company has received declarations from all the Independent directors of the Companyconfirming that they meet the criterion of Independent Directors prescribed by the Act andthe Listing Regulations.
The Board of Directors on the recommendation of the Nomination and RemunerationCommittee have appointed Ms. Geeta Rawat Company Secretary as a Compliance officer andMr. Sunil Bansal Chief Financial Officer on 20th April 2019.
Pursuant to the provisions of the Companies Act 2013 and clause 49 of the Listingagreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholders Committees. The manner in which evaluation has beencarried out has been explained in the Corporate Governance Report.
The Board on the recommendation of Nomination and Remuneration committee framed apolicy for selection and appointment of Directors senior management and remuneration. Noremuneration is being paid to the Directors during the current financial year.
During the year four Board Meetings and one independent directors meeting was held. Thedetail of which are given in the Corporate Governance Report. The provisions of theCompanies Act 2013 and listing agreement were adhered to while considering the time gapbetween two meetings.
The details of constitution of the Board and its Committees are given in the CorporateGovernance Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134 of the Companies Act 2013 with respect to DirectorsResponsibility statement it is hereby confirmed that:-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departures from the same;
(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 i.e. 31stMarch 2019 and of the profit of the Company for the year ended on that date;
(c) the Directors had taken proper and sufficient care 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) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors had laid down financial controls to be followed by the Company andthat such internal financial controls are adequate and operating effectively; and
(1) the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
There were no contracts or arrangements entered into by the Company in accordance withprovisions of section 188 of the Companies Act 2013.
The Company doesnt have any subsidiary.
The Statutory Auditors of the Company M/s. Ritu Gupta & Co. (FirmsRegistration Number 119890W) Chartered Accountants were appointed as Auditors for a termof 5(five) consecutive years at the 24*'Annual General Meeting of the Company held on 14thSeptember 2018. The Auditors have confirmed that they are not disqualified fromcontinuing as auditors of the Company.
The provisions of Cost Auditors are not applicable on the Company.
The Company has appointed in house Internal Auditor Mr. Nitin Garg S/o Mr. N.K. Garg R/oFlat No. 1167 Sector 4A Vasundhra Ghaziabad- 201012 U.P. to undertake the InternalAudit of the Company.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Anand Nimesh & Associates. Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as "AnnexureA"
Comment on reservation made by Secretarial Auditors: -
1. "The Company has not complied with the provisions of Section 203 of theCompanies Act 2013 and rules made there under with regard to appointment of KeyManagerial Personnels (KMPS) for the financial year ended 31st march 2019."
We had appointed Company secretary as a Compliance Officer and Chief Financial Officeras Key Managerial Personnels (KMPS) on 20/04/2019 under Section 204 of theCompanies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
2. "The company has not appointed a qualified company secretary as a complianceofficer according to the provision of Regulation 6(1) ofSEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 for the financial year ended 31st march2019."
We had appointed a qualified company secretary as a compliance officer according to theprovision of Regulation 6(1) ofSEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.
3. "The entire shares of the Company are in physical mode only."
\J\le had filed an application with the National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) to enable the trading andholding of the equity shares of the Company in electronic/ dematerialized form.
The registration number is pending form authority(s) due to non-issuing of LatestCapital Confirmation/ Listing Certificate(s) from the BSE Limited (Stock Exchange) wherethe security is listed.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.
REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Boards report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B" and same is made available on the Companyswebsite at www.pushpsons.com .
Pursuant to the requirement of the Listing Agreement the company has comprehensiverisk management framework which is periodically reviewed by the company.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
The Company has one Managing Director one Executive Director and one Non-ExecutiveDirector. No remuneration has been paid to them. The Company has not paid any remunerationthat is covered by the provisions contained in Rule 5(2) and Rule 5 (3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace. During the yearunder review there were no complaint received and no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Further Company is committed to providing equal opportunities without regard to theirrace caste sex religion colour nationality disability etc. (permanent temporarycontractual and trainees) as well as any women visiting the Company& premises or womenservice providers are covered under this policy. All employees are treated with dignitywith a view to maintain a work environment free from Sexual harassment whether physicalverbal or psychological.
POLICY ON VIGIL MECHANISM
The Company has adopted a whistleblower mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of theCompanys code of conduct and ethics. The policy was revised and adopted effectiveApril 1 2019.
The Companys shares are listed on The Bombay Stock Exchange Ltd. - Mumbai videScript Code- 531562.
DETAILS OF SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTSOF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY.
There is no subsidiary associates and joint ventures of the company and further thereare no companies which have become or ceased to be the subsidiary joint venture andAssociate Company during the year.
Your Company and its Directors wish to extend their sincere thanks to the Members ofthe Company Bankers State-Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.