DIRECTORS REPORT
Dear Shareholders,
We have pleasure in presenting the 45th Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS
The audited financial results of the Company for the year ended 31st March, 2024 are summarized below:
(Rs. in Lacs) | ||
Particulars | 2023-24 | 2022-23 |
Total Income | 36702.85 | 37409.48 |
Total Expenses | 34256.89 | 36763.91 |
Profit/(Loss) before Depreciation, Tax and Extraordinary Items | 2445.96 | 645.57 |
Less: Depreciation | 438.54 | 406.09 |
Profit/(Loss) before Taxation and Extraordinary Items | 2007.42 | 239.47 |
Add: Exceptional Items | Nil | Nil |
Profit before Tax | 2007.42 | 239.47 |
Less: Current Tax | 167.55 | 130.69 |
Less/(Add): Deferred Tax | 137.53 | 86.63 |
Profit for the year | 1702.34 | 22.15 |
OPERATIONS (GENERAL REVIEW)
During the year, your company achieved a Gross turnover excluding trading turnover of Rs. 260.16 Crores as against Rs. 309.07 Crores in the previous year.
Profit before tax for the year is Rs. 20.07 Crores compared to profit of Rs. 2.39 Crores in last year, Higher mainly due to decrease in Finance cost and stability in Dollar Exchange Rates in international Markets.
Exports have decreased to Rs. 4967.03 Lacs from Rs. 6768.48 Lacs in last year.
DIVIDEND AND TRANSFER TO RESERVES
No Interim and Final Dividend declared by Board of Directors of the company during the financial year ended 31st March, 2024. Also, Company has not transferred any amount to General Reserve for the year under review.
SHARE CAPITAL
EQUITY SHARE CAPITAL
(i) Authorised Capital:
Particulars | No. of Shares |
Amount In Lacs |
||
As at 31.03.2024 | As at 31.03.2023 | As at 31.03.2024 | As at 31.03.2023 | |
Equity Shares of Rs. 10 each | ||||
At the beginning of the period | 1,50,00,000 | 1,50,00,000 | 1,500.00 | 1,500.00 |
Add: Additions during the period | - | - | - | - |
Less: Reduction during the period | - | - | - | - |
At the end of the period | 1,50,00,000 | 1,50,00,000 | 1,500.00 | 1,500.00 |
Grand Total | 1,50,00,000 | 1,50,00,000 | 1,500.00 | 1,500.00 |
ii. Issued, Subscribed and Paid up
Particulars | No. of Shares |
Amount In Lacs |
||
As at 31.03.2024 | As at 31.03.2023 | As at 31.03.2024 | As at 31.03.2023 | |
Equity Shares of Rs. 10 each fully paid up | ||||
At the beginning of the period | 1,08,73,000 | 90,93,000 | 1087.30 | 909.30 |
(10873000 shares fully paid up out of 10884600) | ||||
Add: Additions during the period (**) | 9,22,000 | 17,80,000 | 92.20 | 178.00 |
Less: Reduction during the period | - | - | - | - |
At the end of the period | 1,17,95,000 | 108,73,000 | 1179.50 | 1087.30 |
Total | 1,17,95,000 | 108,73,000 | 1179.50 | 1087.30 |
(*) 11600 partly paid up equity shares forefited amounting to Rs. 61025
(**) During the year under review, the Company has converted 9,22,000 warrants into equity shares on dated 16.05.2023. ACCREDITATION
Company continuous to enjoy below mentioned certificates:
ISO 9001:2015 certificate on 22nd May, 2018 by BVQI.
DMF Type III certificate on 28th October, 2011
ISO - 15378 : 2017 (GMP) certificate on 29th April, 2019
BIS certificate on 09th August, 2018
IVM, Germany on 24th June, 2018
CREDIT RATING:
The ratings given to the Company by Care Ratings Limited, during the financial year ended 31st March 2024 is given below:
Facilities | Amount (Rs. Crore) | Rating | Rating Action |
100.00 | CARE A-; Stable | ||
Long Term Bank Facilities | (Enhanced from 90.00) | (Single A Minus; Outlook: Stable) | Reaffirmed |
Long Term / Short Term Bank Facilities | 95.00 (Enhanced from 55.00) | CARE A-; Stable / CARE A1 (Single A Minus; Outlook: Stable / A One) | Reaffirmed |
195.00 | |||
Total Facilities | (Rs. One Hundred Ninety-Five Crore Only) |
BOARD OF DIRECTORS
i. Number of the Meeting of the board
The Board met Seven times during the year, details of which are given in the Corporate Governance Report forming part of the Integrated Annual Report.
ii. Appointment / Re-appointment
Based on the recommendations of the Nomination and Remuneration Committee, the Board, in terms of the provisions of the Companies Act, 2013:
(a) Mr. Pankaj P. Shah (DIN: 00160558) was Re-Appointed as Managing Director for a consecutive term of five years, effective from 17th January 2024, as approved in the Board Meeting held on 09th January, 2024. The shareholders of the company subsequently approved his re-appointment by way of a special resolution passed through postal ballot on dated 13th April, 2024.
(b) Appointment of Mr. Sunil Kataria (DIN: 00092681) as a Non-Executive Independent Director for a consecutive term of five years in the Board Meeting held on 29th August, 2024 with effect from 30th August, 2024. Approval of Members is being sought at the ensuing Annual General Meeting for his appointment and the requisite details in this connection are contained in the Notice convening the meeting.
iii. Resignations/Retirements/Retirement by rotation
Mr. Pankaj P. Shah (DIN: 00160558) retired by rotation, and his re-appointment was approved by the shareholders at the 44th Annual General Meeting held on 29th September 2023.
Mr. Vimal Chand Dhadda (DIN: 00937400) will retire from his position as an Independent Director of the Company in the ensuing 45th Annual General Meeting due to completion of his Second Consecutive term of five years. The Board of Directors expresses their sincere appreciation for his valuable contributions to the company.
Mrs. Sakshi Sahil Shah (DIN: 07129888) retires by rotation at the forthcoming Annual General Meeting and being eligible has offered herself for re-appointment. Approval of the Members is being sought at the ensuing Annual General Meeting for her re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.
iv. Declaration of independence
All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, the Board after taking these declaration/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.
The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity and possess the requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.
v. Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They are also in compliance with the requirement of Online Proficiency Self- Assessment Test.
vi. Directors and officers Insurance (D&O)
On a voluntary compliance basis, the Company has taken Directors and Officers Insurance (D&O) for its Directors and members of the Senior Management pursuant to the requirements of Regulation 25(10) of the SEBI Listing Regulations.
vii. Board Evaluation
The annual evaluation process of the Board of Directors ("Board"), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Companies Act, 2013, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on 05th January 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.
The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.
viii. Familiarization Programme for Independent Directors
The details of the Familiarization Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at https://www.pgfoils.in.
ix. Board Skills Matrix
Pursuant to the provisions of sub-para 2(h) of Part C of Schedule V of the Listing Regulations below is the Board skills matrix representing some of the key skills that our Board has identified as particularly valuable to the effective oversight and functioning of the Company.
Particulars | Pankaj Shah | Sahil Shah | Sakshi Sahil Shah | Vimal Dhadda | N.K.A Porwal | Amit Aggarwal |
Board Experience - Experience as a director of a company, preferably of a listed company. | ||||||
General/Business Management - Managing people and achieving change including experience as senior member of a management team in a similar or larger sized organisation. | Y | Y | Y | Y | Y | Y |
Business/Corporate Planning Experience - Experience in business/corporate planning for public or private sector boards. | Y | Y | Y | |||
Leadership Experience - Experience serving as a Chairperson of a Corporate/Committee, or in other positions of leadership. | Y | Y | Y | Y | ||
Financial and Accounting Expertise - Qualifications and experience in accounting and/or finance and the ability to comprehend company accounts, financial material presented to the board, financial reporting requirements and an understanding of corporate finance. | Y | Y | Y | Y | ||
Risk Assessment - Experience in the process of identifying principal corporate risks and to ensure that management has implemented the appropriate systems to manage risk. | Y | Y | Y | |||
Industry (Manufacturing) Experience - Experience in and knowledge of the industry in which the Company operates or experience in the production, marketing and sales of manufactured goods. | Y | Y | Y | Y | ||
Legal, Regulatory and Compliance - Experience in law and compliance with a publically listed company or major organization and/or experience providing legal/regulatory advice and guidance within a complex regulatory regime. | Y | Y | ||||
Technical Skills - Technical/professional skills and specialist knowledge to assist with ongoing aspects of the boards role. | Y | Y | ||||
Strategy - Ability to think strategically and identify and critically assess strategic opportunities and threats and develop effective strategies for the Company. | Y | Y | Y | Y | ||
Commercial experience - A broad range of commercial/ business experience. | Y | Y | Y | Y | Y | Y |
COMMITTEES OF THE BOARD
The Board of Directors has the following committees:
1. Audit Committee
2. Shareholders / Investors Grievance Committee
3. Nomination and Remuneration/ Compensation Committee
4. Corporate Social Responsibility Committee
5. Independent Director Committee
Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all material recommendations made by the various committees have been accepted by the Board.
KEY MANAGERIAL PERSONNEL
In terms of the Section 203 and Section 2(51) of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:
SL. No. Name of Person | Designation |
1. PANKAJ P SHAH | MANAGING DIRECTOR |
2. SAHIL PANKAJ SHAH | WHOLE TIME DIRECTOR |
3. NAVEEN KUMAR JAIN | CHIEF FINANCIAL OFFICER |
4. BHAWANA SONGARA | COMPANY SECRETARY |
During the year under review, there is no change in the Key Managerial Personnel of the Company.
REMUNERATION OF DIRECTORS AND EMPLOYEES
Disclosures pertaining to remuneration as required under Section 197(12) of the Act & Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
Director/KMP:
Sr. No | Name of Director/ KMP | Designation | Remuneration of Director/ KMP for Financial Year 2023-24 | % Increase in Remuneration in the Financial Year 2023-24 | Ratio of remuneration of each Director/to median remuneration of employees |
1 | PANKAJ P SHAH | Managing Director | 1260000 | 0% | 8.41 |
2 | SAHIL PANKAJ SHAH | Whole Time Director | 1200000 | 0% | 8.01 |
3 | SAKSHI SAHIL SHAH | Non-Executive Director | 600000 | 0% | 4.00 |
4 | VIMAL CHAND DHADDA | Independent Director | 20000 | 100% | 0.13 |
5 | NARENDRAKUMAR AMBALAL PORWAL | Independent Director | 20000 | 0% | 0.13 |
6 | AMIT AGGARWAL | Independent Director | 20000 | 0% | 0.13 |
7 | NAVEEN KUMAR JAIN | Chief Financial Officer | 612000 | 5.15% | 4.08 |
8 | BHAWANA SONGARA | Company Secretary | 144000 | 0% | 0.96 |
Top 10 Employees:
Sr. No | Name of Top 10 Employees | Remuneration of Top 10 Employees for Financial Year 2023-24 | % increase in Remuneration in the Financial Year 2023-24 | Ratio of remuneration of each top ten employees to median remuneration of employees |
1 | MR. P.K. MEWARA | 864000 | 2.86% | 5.76 |
2 | MR. M.R. JAIN | 816246 | 0.00% | 5.45 |
3 | MR. SURESH CHANDRA JAIN | 799140 | 0.00% | 5.33 |
4 | MR. SUNIL RAJ JAIN | 780072 | 0.00% | 5.20 |
5 | MR. AJEET SINGH | 687000 | 0.00% | 4.58 |
6 | MR. SURENDRA SINGH KURI | 666000 | 0.00% | 4.44 |
7 | MR. GAUTAM GIRI | 540000 | 0.00% | 3.60 |
8 | MR. SACHIN SINGHAL | 504000 | 0.00% | 3.36 |
9 | MR. ASHOK SINGH | 464400 | 2.65% | 3.10 |
10 | MR. MITHUN GIRI | 456000 | 0.00% | 3.04 |
(I) The median remuneration of employees of the Company during the financial year was Rs.1,49,870/-
(ii) The percentage increase in the median remuneration of employees for the Financial Year was 2.27 %.
(iii) The Company had 488 permanent employees on its rolls as on 31st March 2024.
(iv) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.
RELATED PARTY TRANSACTION
(Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 & R.23 of SEBI Listing Regulations]
During year under review, all the contract(s)/arrangement(s)/transaction(s) entered into by the Company with its related parties were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.
Prior omnibus approval of the Audit Committee is obtained for such related party transactions, which are foreseen and of repetitive nature.
Pursuant to the said omnibus approval, details of Transactions entered into are also reviewed by the audit Committee on a periodic basis. Further, all the related party transactions entered into During year under review were on an arms length basis and In the ordinary course of business of the company.
The particulars of Contracts or Arrangements made with related parties is furnished in Notes to Financial Statements no. 41 and is attached to this report.
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://www.pgfoils.in/reports/29/Disclosure
POLICY ON NOMINATION & REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on the appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is given in "Annexure-I" to this report and also available on the website of the Company at https://www.pgfoils.in/reports/29/Disclosure
DIVIDEND DISTRIBUTION POLICY
(R. 43A of SEBI Listing Regulations]
Your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company. The policy sets out various factors, which shall be considered by the Board in determining the dividend pay-out. available on the website of the company https://www.pgfoils.in/reports/29/Disclosure
SUBSIDIARY & JOINT VENTURE COMPANIES
(R.129(3) of the Act read with Companies (Accounts) Rules, 2014]
The Company did not have any subsidiary as on 31st March 2024.
FINANCE & ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2024. The noted to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this report.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the Meetings of the Board of Directors and General Meetings respectively as specified by the Institute of Company Secretaries of India and approved by the Central Government.
RISK MANAGEMENT
Company follows a well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.
The Senior Management assists the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.
MANAGEMENT DISUSSION AND ANALYSIS
Pursuant to SEBI (LODR) Regulations, 2015 Report on Management Discussion and Analysis is annexed separately.
INDUSTRIAL RELATIONS
The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.
DEMAT TRADING
As per the directives of The Securities and Exchange Board of India (SEBI), the Companys shares are being compulsorily traded in the dematerialization mode with effect from 02nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s BigShare Services Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.
DIRECTORS RESPONSIBILITY STATEMENT
According to provision of Clause (c) sub-section (3) of section 134 of Companies Act, 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31st March 2024 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates, Chartered Accountants, Pali. The Directors further confirm that:-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts for the financial year ended 31st March, 2024 on a going concern basis; and
(e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively
(f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The Gross amount required to be spent by the Company during the year ended March 31, 2024 on CSR is Nil, as average net profit of the Company for the purpose of determining the spending on CSR activities computed in accordance with the provisions of section 135, excluding of items given under Rule 2 (1)(h) of Companies (CSR Policy) Rules 2014 read with section 198 of Companies Act 2013 is Nil, however, company has made voluntary contribution of Rs 5.50 Lacs during the year as per following details:
Amount In Lacs | ||
Particulars | 31.03.2024 | 31.03.2023 |
The Gross amount required to be spent by the company during the year as per Section 135 of Companies Act 2013 read with Schedule VII | - | 65.21 |
Amount spent during the year on : | 5.50 | 65.21 |
Construction / acquisition of any assets | - | - |
On purposes other than (i) above | - | - |
Unspent amount in CSR | - | - |
The breakup of expenses included in amount spent are as under: | ||
Particulars | - | - |
Animal protection | - | - |
On food relief activity | - | - |
On promoting education | - | - |
Social welfare | - | 21.00 |
On promotion of Healthcare | 5.50 | 44.21 |
Total | 5.50 | 65.21 |
The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at https://www.pgfoils. co.in/csr.html
Note: The company does not fall under the criteria for CSR obligation as per the limits prescribed under the Companies Act, 2013 for the financial year 2023-24. Therefore, the detailed annexure regarding CSR disclosure is not included with this report.
CORPORATE GOVERNANCE
It has been the Endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:
i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;
ii) Management Discussion and Analysis Report;
iii) Report on Corporate Governance;
iv) Auditors Certificate regarding compliance of conditions of corporate governance.
PARTICULARS OF LOAN, INVESTMENT & GUARNTEE
The company has complied with all the provisions of section 186 of Companies Act, 2013 and SEBI (LODR) 2015 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31st March 2024.
AUDIT COMMITTEE
The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 & as per Regulation 22 SEBI (LODR) Regulations, 2015 Company have made a formal Vigil Mechanism Policy which provides detailed procedure to protect the interest of employees of the Company.
Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Companys Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism is available on your Companys website https://www.pgfoils.in/reports/29/Disclosure
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the provisions of Section 124 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, along with the rules made thereunder, the unclaimed dividend amount of Rs. 603951 for the Financial Year 2016-17 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the Companies Act, 2013. The due date for transferring the amount to the IEPF was March 05, 2024; however, the Company transferred the amount on April 18, 2024 due to delayed data provided by Registrar and Transfer Agent (RTA) of the company.
During the year under review, 34983 equity shares have been transferred to IEPF Authority under Section 125 (2) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 on dated July 22, 2024.
The details of the nodal officer appointed by the Company under the provisions of IEPF are as under:
Name: Sahil Pankaj Shah Email: pgfoils@pgfoils.in
Information in respect of unclaimed dividend when due for transfer to IEPF are given below:
Financial Year | Interim/Final Dividend per Equity Share | Date of Declaration | Due date/ Cut-off date to transfer to IEPF |
2021-22 | Interim Dividend 2.00 | 15th November, 2021 | 14th November, 2028 |
2017-18 | Interim Dividend 1.20 | 12th February, 2018 | 11th February, 2025 |
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard Operating Procedures (SOP). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the internal auditors. In our view the internal financial controls, affecting the financial statements are adequate and are operating effectively.
AUDITORS
i. STATUTORY AUDIT
M/s Sharma Ashok Kumar & Associates will retire on completion of their second consecutive term of five years in the ensuing Annual General Meeting as Statutory Auditor of the company. They have conducted audit of the company for the financial year ended on 31st March, 2024 as well as first quarter of financial year 2024-25.
As per the recommendation of the Nomination and Remuneration Committee Board of Director of the company recommend to the members appointment of M/s Gupta Akash & Associates, Jaipur (FRN:013783C) a peer reviewed firm, at their meeting held on 29th August, 2024.
As required under the provisions of the Section 139 of the Company Act 2013, the Company has obtained written confirmation and eligibility certificate from M/s Gupta Akash & Associates, Jaipur aware that their appointment if made would be in conformity with the limits specified in the Section.
ii. AUDITORS REPORT
Observations in the Auditors Report read with relevant notes forming part of the accounts are self-explanatory and give the required information.
iii. COST AUDIT
M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2025. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company, Cost Accountants, Jaipur.
The due date for filing of the Cost Audit Reports for the financial year 2023-24 is 30th September, 2024. The Company has filed the Reports with the Ministry of Corporate Affairs within due date.
The Company has received letter from Cost Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.
iv. SECRETARIAL AUDIT
During the year under review, M/S M Sancheti & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended 31st March, 2024. The Secretarial Audit Report which forms a part of the Annual Report is self-explanatory and requires no comments.
The Secretarial Audit Report for the financial year ended 31st March, 2024 contains certain qualifications and clarification by the board as follows
Observation 1: Pursuant to sub-section 6 of Section 124 of the Companies Act, 2013 read with rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, every Company shall file Form No. IEPF-4 (Statement of shares transferred to the Investor Education and Protection Fund), containing details of such transfer. However, the Company had filed same on July 14, 2023 i.e. with delay of 2 months.
Clarification 1: Register and transfer agent of the company fails to provide IEPF-4 related data within prescribed time period that is why company delayed in filing of Form IEPF-4. In the meeting of board of director held on 14th August, 2024 takes this issue seriously and intimate RTA to work effectively otherwise service will be terminated.
Observation 2: Unclaimed dividend amount of Rs. 6,03,951 for the Financial Year 2016-17 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the Companies Act, 2013. The due date for transferring the amount to the IEPF was March 05, 2024 however, the Company transferred the amount on April 18, 2024.
Clarification 2: Register and transfer agent of the company fails to provide IEPF-1 related data within prescribed time period that is why company delayed in filing of Form IEPF-1 and transferring of Rs. 6,03,951 to Investor Education and Protection Fund (IEPF). In the meeting of board of director held on 14th August, 2024 takes this issue seriously and intimate RTA to work effectively otherwise service will be terminated.
Observation 3: Quarterly and annual financial results are required to be submitted with stock exchange within 30 minutes of the conclusion of the board meeting approving the same however financial results for the quarter and year ended March 31, 2023 and quarter ended September 30, 2023 submitted with delay of 30 and 5 minutes.
Clarification 3: Company clarifies that due to remote location of the place where meetings held i.e. factory where connectivity issue arises that is why company fails to upload the results within prescribed time limit. However, management has noted the defaults and update system to enhance connectivity so that company will timely compliance regarding submission of disclosures.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companys website viz. www.pgfoils.in
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE F INANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31, 2024 before the date of report dated 29th August, 2024 affecting financial position of the Company in any substantial manner.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.
ACCEPTANCE OF DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.
PREVENTION OF INSIDER TRADING CODE
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mrs. Bhawana Songara, Company Secretary cum Compliance Officer, who is responsible for setting forth procedures and implementing of the code for trading in Companys securities.
RECONCILIATION OF SHARE CAPITAL AUDIT
As required by the SEBI Listing Regulations, quarterly audit of the Companys share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital.
The Practicing Company Secretarys Certificate in regard to the same is submitted to BSE and is also placed before the Board of Directors
DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under, the Company has formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal).
The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence.
The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 by setting up the said Committee.
The following is a summary of sexual harassment complaints received and disposed off during the year:
a. Number of complaints pending as on 1st April 2023 | Nil |
b. Number of complaints filed during the period 1st April 2023 to 31st March 2024 | Nil |
c. Number of complaints disposed of during the period 1st April 2023 to 31st March 2024 | Nil |
d. Number of complaints pending as on 31st March 2024 | Nil |
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provision of the Clause (m) of sub-section (3) of section 134, read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "II" forming part of this report.
CAUTIONARY STATEMENT
Statements in the annual return particularly those which relate to Management Discussion & Analysis Report may constitute forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual result might differ.
OTHER MATERIAL DISCLOSURES
The Income Tax Authorities had conducted search activity during the month of December 2023 at Corporate office of the Company situated at P G Foils Limited Pipalia Kalan Distt. Pali Rajasthan- 306307. Company extended full corporation to the Income Tax Officials during the search and provided all required details, clarifications and documents. As on the date of this report, Company has not received any communication from the Department regarding the Outcome of search, therefore, the consequent impact of any demand/penalty if any has not been given impact in the financial statement as same is not ascertainable. Management after considering all available records and facts known to it, is of the view that there is no material adverse impact on the financial position of the company and no material adjustments are required to be made in financial statement for the financial year ended 31st March, 2024 in this regard.
OTHER DISCLOSURES
There was no revision of financial statements and Boards Report of the Company during the year under review;
There has been no change in the nature of business of the Company as on the date of this report;
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;
The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
ACKNOWLEDGEMENTS
The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.
Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.
Registered Office: | By Order of the Board | |
For P G Foils Limited | ||
6, Neptune Tower, | ||
Ashram Road, | ||
Ahmedabad - 380009 | ||
Pankaj P Shah | Sahil Pankaj Shah | |
Place: Pipalia Kalan | Managing Director | Whole Time Director |
Date: August 29, 2024 | DIN 00160558 | DIN 01603118 |
IIFL Customer Care Number
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+91 9892691696
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