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Directors Report of Pearl Polymers Ltd.
Mar 31, 2025
Your Directors are pleased to present the 54th Annual Report of Pearl Polymers Limited (âthe Companyâ) for the
financial year ended March 31,2025.
FINANCIAL SUMMARY
The Companyâs financial performance for the financial year ended March 31,2025 in comparison to previous
financial year is summarized below:
|
Particulars |
2024-25 |
2023-24 |
|
Total Revenue |
2516.81 |
2435.88 |
|
Total expenses |
3043.94 |
2403.17 |
|
Profit/(loss) before exceptional items and tax |
(527.13) |
32.71 |
|
Less: Tax Expenses |
(15.13) |
(32.70) |
|
Profit/Loss after tax |
(512.00) |
65.41 |
The Financial Statements of the Company for the FY 2024-25, have been prepared in accordance with the
Indian Accounting Standards (âInd ASâ) notified under Section 133 of the Act, the Companies (Indian Accounting
Standards) Rules, 2015 and recognised accounting practices, to the extent applicable. Accordingly, the
Financial Statements for current year, including comparative figures of previous year are based on Ind AS and
in accordance with the recognition and measurement principles stated therein.
STATE OF THE COMPANYâS AFFAIRS/ CHANGES IN THE NATURE OF BUSINESS, IF ANY
During the year under consideration on Standalone basis your Company has achieved total Revenue of Rs.
2516.81 Lakhs as against Rs. 2435.88 Lakhs in the relevant previous financial year. There is a net loss of Rs.
(512) Lakhs as compared to net profit of Rs. 65.14 Lakhs in the previous year.
ECONOMIC OUTLOOK, KEY CHALLENGES AND RESPONSE
The performance of the PET packaging industry is closely linked to the broader global economic environment.
Periods of economic growth or recession significantly influence consumer spending patterns, particularly on
non-essential goods such as PET bottles and kitchenware. In recent years, Indiaâs beverage and packaged
food sectors have witnessed substantial growth, which in turn has driven increased demand for PET bottles and
jars. This growth has been further supported by the convenience, affordability, and versatility of PET packaging.
Government initiatives such as âMake in Indiaâ and âAtmanirbhar Bharatâ (Self-Reliant India) have aimed to
strengthen domestic manufacturing, offering positive momentum for the PET packaging sector. However,
growing environmental concerns and heightened awareness around plastic waste and pollution have placed
pressure on the industry to adopt more sustainable and environmentally responsible practices. As PET is a
form of plastic, manufacturers face the dual challenge of maintaining product quality while responding to calls
for sustainability.
Advancements in materials, manufacturing technologies, and distribution models have the potential to
significantly enhance industry competitiveness. There is an increasing demand for sustainable and circular
solutions in the plastics sector, including the use of recycled materials, biodegradable alternatives, closed-loop
recycling systems, and improved recycling and upcycling initiatives. The PET industry also remains highly
sensitive to fluctuations in raw material costs, particularly petrochemicals, with rising input prices posing a threat
to profitability.
Competition within Indiaâs PET packaging market is intense, with numerous players striving to capture market
share. Balancing competitiveness with sustainability goals presents a constant challenge. Manufacturers
are required to invest in advanced machinery and technology to improve operational efficiency and reduce
production costs.
Indiaâs recovery in consumer spending is expected to be led by households with annual incomes exceeding one
million rupees. Survey data on consumer sentiment suggests that while all income groups have been affected
by recent economic disruptions, higher-income households have remained relatively resilient and continue to
drive discretionary spending due to their better financial positions and savings.
Indiaâs digital transformation has been notably accelerated by the COVID-19 pandemic. Even prior to the crisis,
the e-commerce sector was gaining momentum, with consumers increasingly favoring online shopping over
traditional retail. Post-pandemic, India has emerged as one of the fastest-growing e-commerce markets globally,
with an estimated 330 million online shoppers.
Consumers now prefer purchasing a wide range of products onlineâfrom groceries and daily essentials
to apparel and home goods. Items catering to extended periods at home have also seen a rise in demand.
Consequently, numerous brands have been compelled to establish or enhance their online presence, leading to
a significant increase in the number of Direct-to-Consumer (D2C) brands.
The evolving digital economy has made it more feasible for businesses to serve niche consumer segments
efficiently. Furthermore, there has been a noticeable rise in digital entrepreneurs. Brands are increasingly
recognizing the advantages of engaging directly with consumers, rather than relying solely on third-party
marketplaces, to establish private labels. Enhanced digital payment infrastructure, coupled with the demand for
specialized products, has further propelled the growth of D2C enterprises.
At Pearlpet, we take immense pride in transforming Indian kitchens through the introduction of the first safe,
transparent, unbreakable, and odorless plastic jars and bottles. Over the years, we have expanded our product
portfolio to include stylish and sustainable options made from stainless steel, glass, biodegradable materials,
and more. As a leading manufacturer of kitchen jars, containers, bottles, and storage solutions, Pearlpet has
become synonymous with quality and customer satisfaction.
We are also proud pioneers in Indiaâs primary food packaging segment, offering rust-free and long-lasting
products. With a strong focus on continuous improvement and innovation, our dedicated R&D team drives the
development of cutting-edge products that meet global standards. Our efforts have been recognized through
numerous national and international accolades. Committed to sustainability, Pearlpet consciously designs and
manufactures airtight, highly durable, and 100% recyclable products that cater to the evolving needs of modern
consumers.
RESERVES
The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31,2025 stood at Rs.
1538.86 Lakhs. No amount is proposed to be transferred to reserves during the year.
DIVIDEND
In view of the losses, the Board has not recommended any dividend on equity shares for the year under review
SHARE CAPITAL
The Companyâs Capital Structure remains unchanged during the financial year 2024-25.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND
DATE OF REPORT
There are no material changes and commitments that affect the financial position of the Company between the
date of closure of financial year and the date of this report.
MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There was no order passed by any regulatory authority or court or tribunal against the Company, impacting the
going concern status and future operations of the Company.
DEPOSITS
Your Company has not accepted any deposits during the year under review, falling within the ambit of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of fixed deposit remaining unpaid /unclaimed
for a period of seven years has been transferred to the Investor Education and Protection Fund (IEPF) established
by the Central Government of India. Further, the Company has uploaded the necessary information in respect
of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the Companyâs website at https://
pearlpet.net/about-us/#investor-relations
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility (CSR) as prescribed under Section 135 the Companies Act,
2013, were not applicable to the Company during the year under review. The policy of CSR is available on the
website of the Company https://pearlpet.net/about-us/tfinvestor-relations
HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES
The Company has no Holding, Subsidiary, Associate or Joint Venture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes took place in the Board and Key Managerial Personnel of your
Company:
i. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Varun Seth, Whole Time
Director of the Company retires by rotation at the ensuing Annual General Meeting, offers himself for re -
appointment. The brief resume of Mr. Varun Seth as required under the Listing Regulations and Secretarial
Standards is provided in the Notice of the 54th Annual General Meeting of the Company. The requisite
resolution pertaining to the re-appointment appears at the respective item of the Notice along with the
Statement and is recommended to the Members for approval.
ii. Mrs. Meera Johri, ceased to be the Independent Director of the Company as she completed her second
tenure of 5 years as an Independent Director of the Company on 26th May, 2024.
iii. Mrs. Anupama Mazumdar was appointed as a Non-Executive Independent director for a period of five
(5) years commencing from May 27, 2024. The Company has sought approval of the members of the
Company for her appointment by means of special resolution through Postal Ballot dated 18th April, 2024.
iv. Mr. Ashish Harish Bhuva, ceased to be the Independent Director of the Company as he completed his
second tenure of 5 years as an Independent Director of the Company on 27th September, 2024.
v. Mr. Brej Behari Gupta was appointed as a Non-Executive Independent Director of the Company for a
period of five (5) years commencing from September 28, 2024. The Company has sought approval of the
members of the Company for his appointment in the 53rd Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from the Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. They have stated that they are unaware of
any circumstances that could impede their ability to fulfill their duties objectively and independently, free from
external influence. The terms and conditions of their appointment adhere to Schedule IV of the Act.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they
have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder
and Listing Regulations and possess relevant expertise & experience and are independent of the management.
As of the report date, none of the Directors are disqualified, according to Section 164 of the Act, from being
appointed as a Director. A certificate verifying this, signed by the Practicing Company Secretary, is attached to
the Corporate Governance Report, which forms an integral part of Annual Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual Directors as per the formal mechanism for such evaluation adopted by the Board pursuant to
Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The exercise of performance evaluation was carried out through a structured evaluation process covering
various aspects of evaluation. Any member of the Board did not participate in the discussion of his/her
evaluation. Performance evaluation of Independent Directors was carried out by the entire board, excluding the
Independent Director being evaluated.
A meeting of the Independent Directors was also held, to review the performance of the Non-Independent
Directors, the Board as a whole and the Chairperson on the parameters of effectiveness and to assess the
quality, quantity and timeliness of the flow of information between the Management and the Board.
NOMINATION AND REMUNERATION POLICY
Your Company has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies
Act, 2013, which provides for the appointment and removal of Directors, Key Managerial Personnel & senior
management, board diversity and their remuneration including criteria for determining qualifications, positive
attributes, independence of a director etc. The remuneration paid is as per the Policy. The details of such policy
can be viewed on the Companyâs website https://pearlpet.net/about-us/tfinvestor-relations.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 5 (Five) times during the financial year 2024-25, the details of which are given in the
Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two
meetings was within the period prescribed under the Companies Act, 2013.
A separate meeting of the Independent Directors was also held to review the performance of Non-independent
Directors and overall performance of the board.
AUDIT COMMITTEE
The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated
under Listing Regulations, which forms integral part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments, if any, covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
The Company has in place a Risk Management policy that encompasses identification, assessment, monitor
and mitigation risk across all levels and functions. The main objective of Policy is to proactively managing
uncertainty and changes in the internal and external environment, to limit negative impacts and capitalize on
opportunities, so as to ensure business stability. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on continuing basis. There are no risks which in the opinion
of the Board threaten the existence of the Company. Your Company has an Internal Financial Control System
which was operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
INSIDER TRADING CODE
The details regarding insider trading code are given in the Corporate Governance section of the Annual
Report. Your Company has also adopted a policy for determination of legitimate purposes in line with the PIT
(Amendment) Regulations, 2018 as a part of Code of practices and procedures of fair disclosures of unpublished
price sensitive information.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company
has a policy on whistle blower and vigil mechanism for providing a framework to promote responsible and secure
whistle blowing. It protects Directors and employees wishing to raise a concern about serious irregularities within
the Company. The Policy is available on the Companyâs website at https://pearlpet.net/about-us/tfinvestor-
relations.
During FY 2024-25, no complaint was received. Further, no individual was denied access to the Audit Committee
for reporting concerns, if any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL ACT), 2013
Your Company has a policy on prevention of Sexual Harassment in line with the requirement of Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the
Internal Complaints Committee. All employees (Permanent, Contractual, Temporary, Trainees) are covered
under this policy.
Number of Complaints Received, Solved and Pending during the year:
|
No. of Complaints of sexual |
No. of Complaints disposed off |
No. of cases pending for more |
|
NIL |
||
COMPLIANCE WITH THE PROVISION OF MATERNITY BENEFIT ACT, 1961
Your Company is committed to upholding the rights and welfare of its women employees and has complied with
the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time.
Your Company has also ensured a safe and supportive working environment, including provisions for creche
facilities where applicable, in line with statutory requirements.
Your Company continues to remain in full compliance with the provisions of Maternity Benefit Act, 1961, and
confirms that there have been no instances of non-compliance or adverse findings in this regard during the
financial year under review.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - âIVâ and forms an integral
part of this Report. A statement comprising the names of top 10 employees and other details in terms of
remuneration drawn in terms of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms an integral part of this annual report but the said statement is not being sent
along with this annual report to the members of the Company in line with the provisions of Section 136 of the
Act. However, the said information is available for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company up to the date of ensuing AGM. Members
who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office
of the Company on any working day of the Company up to the date of the ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Particulars in respect of Conservation of Energy, Technology absorption and Foreign Exchange earnings and
outgo as required under section 134 (3)(m) of the Companies Act, 2013, read with the rules there under, are
provided in Annexure - âIâ to this report.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors of the Company, to the best of their knowledge and belief confirm that:
I. In the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
II. The Directors 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 as at March 31,2025 and of the profit and loss of the Company for that period;
III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. The Directors have laid down internal financial controls which were followed by the Company and such
internal financial controls are adequate and were operating effectively; and
VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and such systems were adequate and operating effectively.
AUDITORS
a) Statutory Auditors
Statutory Auditors and Auditorâs Report
The shareholders of the Company at 51st AGM held on September 29, 2022 had appointed M/s. Nikhil
Goel & Associates (ICAI Registration No-020934C) (Now Goel Goyal & Co.), as the Statutory Auditors of
the Company for a term of 5 years.
The Notes on financial statement referred to in the Auditorâs Report are self-explanatory and do not call
for any further comments. The Auditorâs Report does not contain any qualification, reservation, adverse
remark or disclaimer. There are no frauds reported in the reports of the Auditors as mentioned under sub¬
section (12) of Section 143 of the Act.
b) 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 Directors appointed Ms. Rashmi
Sahni (Certificate of Practice No. 10493) Practicing Company Secretary, to undertake the Secretarial Audit
of the Company for FY 2024-25. Copy of Secretarial Audit Report is annexed as Annexure-âIIâ to this
report.
The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse
remark.
Further, the Board, Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has proposed to appoint
M/s. Abhishek Gupta & Associates, Company Secretaries (Firm Registration No. S2013DE223400) as the
Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies
Act, 2013, for a period of five years from the conclusion of the ensuing 54th Annual General Meeting till the
conclusion of the 59th Annual General Meeting of the Company.
c) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the
Company appointed Sehgal Mehta and Co., Chartered Accountants, (ICAI Registration No - 003330N) as
the Internal Auditors of the Company, to conduct the Internal Audit functions and activities of the Company
for the Financial Year 2024-25.
d) Cost Auditor
The provisions regarding maintenance of Cost Records and conducting the Cost Audit as prescribed under
section 148 of the Companies Act, 2013 are not applicable to the Company.
COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (âICSIâ) SECRETARIAL
STANDARDS
The Company has adhered to Secretarial Standards issued by the Institute of Company Secretaries of India on
meetings of Board of Directors, its Committee(s) and General Meetings.
STATUTORY COMPLIANCES
The Board periodically reviews the mechanism put in place by the management to ensure the compliances with
Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to
rectify the instances of non-compliances, if any.
RELATED PARTY TRANSACTIONS
During the year, there were no transactions with related parties which were not at armâs length and not in the
ordinary course of business as per the provisions of section 188 of the Companies Act, 2013 or materially
significant or which were in conflict with the interests of the Company and that require an approval of the
Companyâs shareholders in terms of the Companies Act or SEBI Listing Regulations. Accordingly, the disclosure
of the transactions in Form AOC-2 is not applicable to your Company.
All Related Party Transactions are placed before the Audit Committee and the Board for review and approval.
The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit
Committee and the Board of Directors for their review on a quarterly basis. The detailed policy on Related Party
Transactions is available on the website of the Company at https://pearlpet.net/about-us/#investor-relations.
The details regarding Related Party Transactions are contained in the Notes to Financial Statements.
ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of Annual Return can be accessed at Companyâs website at https://
pearlpet.net/about-us/#investor-relations.
CORPORATE GOVERNANCE REPORT
A Separate report on Corporate Governance along with certificate from Ms. Rashmi Sahni, Practicing Company
Secretary confirming compliance with the requirement of Corporate Governance as stipulated under SEBI
(LODR) Regulations, 2015 as amended from time to time, forms an integral part of the Annual Report.
PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE
During the reporting period, the Company was not subject to any proceedings under the Insolvency and
Bankruptcy Code, 2016, nor were there any such proceedings pending as of the year-end.
ONE TIME SETTLEMENT AND VALUATION
During the year under review, the Company was not required to undertake any valuation or one-time settlement,
as prescribed under Section 134 of the Act, read with Rule 8(5) of the Companies (Accounts) Rules, 2014.
CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the
Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ
within the meaning of applicable laws and regulations. Actual results may differ materially from those either
expressed or implied.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers, vendors and members during
the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for
the committed services by the Companyâs executives, staff and workers.
Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous
support and encouragement.
By Order of the Board of Directors
Udit Seth
Place: New Delhi Chairman & Managing Director
Date: 12th August, 2025 (DIN: 00005403)
Mar 31, 2024
Your Directors are pleased to present the 53rd Annual Report of Pearl Polymers Limited (âthe Companyâ) for the financial year ended March 31,2024.
FINANCIAL SUMMARY
The Companyâs financial performance for the financial year ended March 31,2024 in comparison to previous financial year is summarized below:
|
(Rs. in lacs) |
||
|
Particulars |
2023-24 |
2022-23 |
|
Total Revenue |
2435.88 |
1949.40 |
|
Total expenses |
2403.17 |
2752.57 |
|
Profit/(loss) before exceptional items and tax |
32.71 |
(803.17) |
|
Less: Tax Expenses |
(32.70) |
14.10 |
|
Profit/Loss after tax |
65.41 |
(817.27) |
The Financial Statements of the Company for the FY 2023-24, have been prepared in accordance with the Indian Accounting Standards (âInd ASâ) notified under Section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and recognised accounting practices, to the extent applicable. Accordingly, the Financial Statements for current year, including comparative figures of previous year are based on Ind AS and in accordance with the recognition and measurement principles stated therein.
STATE OF THE COMPANYâS AFFAIRS/ CHANGES IN THE NATURE OF BUSINESS, IF ANY
During the year under consideration on Standalone basis your Company has achieved total Revenue of Rs. 2435.88 Lacs as against Rs. 1949.40 Lacs in the relevant previous financial year. There is a net profit of Rs. 65.41 Lacs as compared to net loss of Rs. 817.27 Lacs in the previous year.
ECONOMIC OUTLOOK, KEY CHALLENGES AND RESPONSE
The industryâs performance is often closely tied to the overall global economic situation. Economic growth or recession can impact consumer spending on non-essential items like pet-bottles and kitchenware. Indiaâs beverage and packaged food industries were experiencing robust growth, which was driving the demand for PET bottles and jars. The convenience and cost-effectiveness of PET packaging contributed to this trend.
The Indian government had initiated campaigns like âMake in Indiaâ and âAtmanirbhar Bharatâ (self-reliant India) to boost domestic manufacturing, which could benefit the PET packaging industry. There was increasing pressure on industries to adopt more sustainable and eco-friendly practices due to concerns about plastic waste and pollution. This posed a challenge to PET manufacturers as PET is a type of plastic.
Innovations in materials, manufacturing processes, and distribution channels can significantly impact the industryâs competitiveness. There is a growing demand for sustainable and circular solutions in the plastic industry, such as the use of recycled materials, biodegradable plastics, increase recycling and up-cycling efforts, developing biodegradable or sustainable materials and closed-loop recycling systems. The PET industry is sensitive to fluctuations in the prices of raw materials, such as petrochemicals. Any substantial increase in these costs could affect profitability.
The PET packaging industry in India was highly competitive, with many players vying for market share. Maintaining competitiveness while meeting sustainability goals was a challenge. Manufacturers needed to invest in modern machinery and technology to enhance efficiency and reduce production costs.
Indiaâs revival in consumer spending is likely to be driven by households that earn more than a million rupees a year. Consumer sentiments survey data suggest that while all income groups are worse off than they were earlier, richer households are doing better than the rest on the sentiments front. These are the least affected households and most likely with the best savings.
India is going digital and the pandemic has accelerated this shift. Even before the COVID-19 pandemic, Indiaâs e-commerce sector had begun to gain immense traction as people swayed from physical shopping and gravitated towards online shopping. The pandemic accelerated this adoption of e-commerce and India, today, is one of the fastest-growing e-commerce markets in the world with an estimated 330 million online shoppers.
Consumers are flocking online for almost all their needs - from groceries and essentials to clothing and accessories. Moreover, goods that will come in useful during long periods at home are seeing increased sales. Brands have been compelled to develop an online presence even if they had none before. This has led to a massive spurt in Direct to Consumer (D2C) brands.
The economy is now enabling people to cater to niche segments of consumers economically and there is also a rise in digital entrepreneurs. Brands are also realizing the need to approach consumers directly rather than going to marketplaces to build private labels. Moreover, payment infrastructure and integration with multiple payment options and the demand for niche products has led to the surge in the number of D2C brands.
We are proud to have bought a new thought process to the Indian kitchen by making the first safe, transparent, unbreakable, odorless plastic jars & bottles. We have been expanding our range to include trendy steel, glass, biodegradable and other products. Pearlpet is synonymous with quality and consumer satisfaction as the leading manufacturer of kitchen jars, containers, bottles, and other storage solutions. Pearlpet is the one-stop-shop for those seeking safe and durable storage solutions. We also produce durable products in rust-free materials and are the pioneers of primary food packaging in India. Constantly seeking to improvise and grow, Pearlpet is heavily focused on innovating through its thorough R&D department, accelerating Pearlpet towards the international market and garnered several awards nationally and internationally. Taking pride in our productsâ utility to our consumers, Pearlpet has made conscious choices to develop and produce air-tight, highly durable, and 100% recyclable products.
RESERVES
The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31,2024 stood at Rs. 2050.86 Lacs. No amount is proposed to be transferred to reserves during the year.
DIVIDEND
With a view to conserve resources for expansion of business, the Board of Directors have thought it prudent not to recommend any dividend for the year under review.
SHARE CAPITAL
The Companyâs Capital Structure remains unchanged during the financial year 2023-24.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT
There are no material changes and commitments that affect the financial position of the Company between the date of closure of Financial Year and the date of this report.
MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There was no order passed by any regulatory authority or court or tribunal against the Company, impacting the going concern status and future operations of the Company.
DEPOSITS
Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of fixed deposit remaining unpaid /unclaimed for a period of seven years has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. Further, the Company has uploaded the necessary information in respect of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the Companyâs website at https:// pearlpet.net/about-us/#investor-relations
CORPORATE SOCIAL RESPONSIBILITY
The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified under Schedule VII of the Companies Act, 2013, the policy is available on the website of the Company https://pearlpet.net/about-us/#investor-relations. The Annual Report on CSR activities is annexed as Annexure - âIIIâ and forms an integral part of this report.
HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES
The Company has no Holding, Subsidiary, Associate or Joint Venture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes took place in the Board and Key Managerial Personnel of your Company:
i. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Udit Seth, Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting, offers himself for reappointment. The brief resume of Mr. Udit Seth as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 53rd Annual General Meeting of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.
ii. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has appointed Mrs. Anupama Halder as a Non-Executive Independent director for a period of five (5) years commencing from May 27, 2024. The Company has sought approval of the members of the Company for her appointment by means of special resolution through Postal Ballot dated 18th April, 2024.
iii. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has re-appointed Mr. Udit Seth (DIN: 00005403) as Chairman & Managing Director of the Company for a period of three (3) years with effect from 16th August, 2024 till 15th August, 2027, upon the terms & conditions and remuneration as stated in the AGM Notice, subject to approval of the Members. A brief profile of Mr. Udit Seth has been provided in the AGM Notice.
iv. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has re-appointed Mr. Amit Seth as Whole Time Director of the Company for a period of three (3) years with effect from August 16, 2024 till August 15, 2027 upon the terms & conditions and remuneration as stated in the AGM Notice, subject to approval of the Members. A brief profile of Mr. Amit Seth has been provided in the AGM Notice.
v. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has re-appointed Mr. Varun Seth as Whole Time Director of the Company for a period of three (3) years with effect from July 01,2024 till June 30, 2027 upon the terms & conditions and remuneration as stated in the AGM Notice, subject to approval of the Members. A brief profile of Mr. Varun Seth has been provided in the AGM Notice.
vi. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Brej Behari Gupta as a Non-Executive Independent Director, of the Company with effect from September 28, 2024. The term of his appointment as a Non-Executive Independent director will be for a period of 5 (five) years and the appointment is subject to approval of the shareholders. In the opinion of the Board, Mr. Brej Behari Gupta possess requisite expertise, integrity, experience and proficiency. A brief profile of Mr. Brej Behari Gupta has been provided in the AGM Notice.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have stated that they are unaware of any circumstances that could impede their ability to fulfill their duties objectively and independently, free from external influence. The terms and conditions of their appointment adhere to Schedule IV of the Act.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and Listing Regulations and possess relevant expertise & experience and are independent of the management.
As of the report date, none of the Directors are disqualified, according to Section 164 of the Act, from being appointed as a Director. A certificate verifying this, signed by the Practicing Company Secretary, is attached to the Corporate Governance Report, which forms an integral part of Annual Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board pursuant to Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of evaluation. Any member of the Board did not participate in the discussion of his/her evaluation. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated.
A meeting of the Independent Directors was also held, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairperson on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.
NOMINATION AND REMUNERATION POLICY
Your Company has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013, which provides for the appointment and removal of Directors, Key Managerial Personnel &senior management, board diversity and their remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. The remuneration paid is as per the Policy. The details of such policy can be viewed on the Companyâs website https://pearlpet.net/about-us/#investor-relations.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 4 (Four) times during the financial year 2023-24, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
A separate meeting of the Independent Directors was also held to review the performance of Non-independent Directors and overall performance of the board.
AUDIT COMMITTEE
The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
The Company has in place a Risk Management policy that encompasses identification, assessment, monitor and mitigation risk across all levels and functions. The main objective of Policy is to proactively managing uncertainty and changes in the internal and external environment, to limit negative impacts and capitalize on opportunities, so as to ensure business stability. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. There are no risks which in the opinion of the Board threaten the existence of the Company. Your Company has an Internal Financial Control System which was operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
INSIDER TRADING CODE
The details regarding insider trading code are given in the Corporate Governance section of the Annual | Report. Your Company has also adopted a policy for determination of legitimate purposes in line with the PIT
(Amendment) Regulations, 2018 as a part of Code of practices and procedures of fair disclosures of unpublished price sensitive information.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company has a policy on whistle blower and vigil mechanism for providing a framework to promote responsible and secure whistle blowing. It protects Directors and employees wishing to raise a concern about serious irregularities within the Company. The Policy is available on the Companyâs website at https://pearlpet.net/about-us/#investor-relations.
During FY 2023-24, no complaint was received. Further, no individual was denied access to the Audit Committee for reporting concerns, if any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT), 2013
Your Company has a policy on prevention of Sexual Harassment in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the financial year 2023-24..
PARTICULARS OF EMPLOYEES AND REMUNERATION
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - âIVâ and forms an integral part of this Report. A statement comprising the names of top 10 employees and other details in terms of remuneration drawn in terms of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this annual report but the said statement is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company on any working day of the Company up to the date of the ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013, read with the rules there under, are provided in Annexure -âIâ to this report.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors of the Company, to the best of their knowledge and belief confirm that:
I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
II. The Directors 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 as at March 31,2024 and of the profit and loss of the Company for that period;
III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. The Directors have laid down internal financial controls which were followed by the Company and such internal financial controls are adequate and were operating effectively; and
VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
AUDITORS
a) Statutory Auditors
Statutory Auditors and Auditorâs Report
The shareholders of the Company at 51st AGM held on September 29, 2022 had appointed M/s. Nikhil Goel & Associates (ICAI Registration No-020934C) (Now Goel Goyal & Co.), as the Statutory Auditors of the Company for a term of 5 years.
The Notes on financial statement referred to in the Auditorâs Report are self-explanatory and do not call for any further comments. The Auditorâs Report does not contain any qualification, reservation, adverse remark or disclaimer. There are no frauds reported in the reports of the Auditors as mentioned under subsection (12) of Section 143 of the Act.
b) 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 Directors appointed Ms. Rashmi Sahni (Certificate of Practice No. 10493) Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2023-24. Copy of Secretarial Audit Report is annexed as Annexure-âNâ to this report
The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.
c) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company appointed Sehgal Mehta and Co., Chartered Accountants, (ICAI Registration No - 003330N) as the Internal Auditors of the Company, to condut the Internal Audit funtions and activities of the Company for the Financial Year 2023-24.
d) Cost Auditor
The provisions regarding maintenance of Cost Records and conducting the Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company.
COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (âICSIâ) SECRETARIAL STANDARDS
The Company has adhered to Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its Committee(s) and General Meetings.
STATUTORY COMPLIANCES
The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non-compliances, if any.
RELATED PARTY TRANSACTIONS
During the year, there were no transactions with related parties which were not at armâs length and not in the ordinary course of business as per the provisions of section 188 of the Companies Act, 2013 or materially significant or which were in conflict with the interests of the Company and that require an approval of the Companyâs shareholders in terms of the Companies Act or SEBI Listing Regulations. Accordingly, the disclosure of the transactions in Form AOC-2 is not applicable to your Company.
All Related Party Transactions are placed before the Audit Committee and the Board for review and approval. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The detailed policy on Related Party Transactions is available on the website of the Company at https://pearlpet.net/about-us/tfinvestor-relations. The details regarding Related Party Transactions are contained in the Notes to Financial Statements.
ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
3
Administration) Rules, 2014, the copy of Annual Return can be accessed at Companyâs website at https:// pearlpet.net/about-us/#investor-relations.
CORPORATE GOVERNANCE REPORT
A Separate report on Corporate Governance along with certificate from Ms. Rashmi Sahni, Practicing Company Secretary confirming compliance with the requirement of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 as amended from time to time, forms an integral part of the Annual Report.
PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE
During the reporting period, the Company was not subject to any proceedings under the Insolvency and Bankruptcy Code, 2016, nor were there any such proceedings pending as of the year-end.
ONE TIME SETTLEMENT AND VALUATION
During the year under review, the Company was not required to undertake any valuation or one-time settlement, as prescribed under Section 134 of the Act, read with Rule 8(5) of the Companies (Accounts) Rules, 2014.
CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.
Mar 31, 2023
Your Directors are pleased to present the 52nd Annual Report of Pearl Polymers Limited (âthe Companyâ) for the financial year ended March 31,2023.
FINANCIAL SUMMARY
The Company''s financial performance for the financial year ended March 31,2023 in comparison to previous financial year is summarized below:
(Rs. in Lakhs)
|
Particulars |
2022-23 |
2021-22 |
|
Total Revenue |
1949.40 |
10477.17 |
|
Total expenses |
2752.57 |
7690.65 |
|
Profit/(loss) before exceptional items and tax |
(803.17) |
2786.52 |
|
Less: Tax Expenses |
14.10 |
602.14 |
|
Profit/Loss after tax |
(817.27) |
2184.38 |
STATE OF THE COMPANYâS AFFAIRS/ CHANGES IN THE NATURE OF BUSINESS, IF ANY
The Financial results for the year 2022-23 are not comparable with that for the year 2021-22 due to completion of slump sale transaction with Manjushree Technopack Limited (âMTLâ). On April 12, 2021, the transaction of slump sale was completed, at a lumpsum amount of Rs. 8758.72 Lakhs without values being assigned to any individual assets and liabilities. During the year under consideration on Standalone basis your Company has achieved total Revenue of Rs. 1949.40 Lakhs as against Rs. 10477.17 Lakhs in the relevant previous financial year. There is a net loss of Rs. 817.27 Lakhs as compared to net profit of Rs. 2184.38 Lakhs in the previous year.
ECONOMIC OUTLOOK, KEY CHALLENGES AND RESPONSE
The industry''s performance is often closely tied to the overall global economic situation. Economic growth or recession can impact consumer spending on non-essential items like pet-bottles and kitchenware. India''s beverage and packaged food industries were experiencing robust growth, which was driving the demand for PET bottles and jars. The convenience and cost-effectiveness of PET packaging contributed to this trend.
The Indian government had initiated campaigns like "Make in India" and "Atmanirbhar Bharat" (self-reliant India) to boost domestic manufacturing, which could benefit the PET packaging industry. There was increasing pressure on industries to adopt more sustainable and eco-friendly practices due to concerns about plastic waste and pollution. This posed a challenge to PET manufacturers as PET is a type of plastic.
Innovations in materials, manufacturing processes, and distribution channels can significantly impact the industry''s competitiveness. There is a growing demand for sustainable and circular solutions in the plastic industry, such as the use of recycled materials, biodegradable plastics, and closed-loop recycling systems. The PET industry is sensitive to fluctuations in the prices of raw materials, such as petrochemicals. Any substantial increase in these costs could affect profitability.
The PET packaging industry in India was highly competitive, with many players vying for market share. Maintaining competitiveness while meeting sustainability goals was a challenge. Manufacturers needed to invest in modern machinery and technology to enhance efficiency and reduce production costs.
India is going digital and the pandemic has accelerated this shift. Even before the COVID-19 pandemic, Indiaâs e-commerce sector had begun to gain immense traction as people swayed from physical shopping and gravitated towards online shopping. The pandemic accelerated this adoption of e-commerce and India, today, is one of the fastest-growing e-commerce markets in the world with an estimated 330 million online shoppers.
Consumers are flocking online for almost all their needs - from groceries and essentials to clothing and accessories. Moreover, goods that will come in useful during long periods at home are seeing increased sales.
Brands have been compelled to develop an online presence even if they had none before. This has led to a massive spurt in Direct to Consumer (D2C) brands.
The economy is now enabling people to cater to niche segments of consumers economically and there is also a rise in digital entrepreneurs. Brands are also realizing the need to approach consumers directly rather than going to marketplaces to build private labels. Moreover, payment infrastructure and integration with multiple payment options and the demand for niche products has led to the surge in the number of D2C brands.
We are proud to have bought a new thought process to the Indian kitchen by making the first safe, transparent, unbreakable, odorless plastic jars & bottles. We have been expanding our range to include trendy steel, glass, biodegradable and other products. Pearlpet is synonymous with quality and consumer satisfaction as the leading manufacturer of kitchen jars, containers, bottles, and other storage solutions. Pearlpet is the one-stop-shop for those seeking safe and durable storage solutions. We also produce durable products in rust-free materials and are the pioneers of primary food packaging in India. Constantly seeking to improvise and grow, Pearlpet is heavily focused on innovating through its thorough R&D department, accelerating Pearlpet towards the international market and garnered several awards nationally and internationally. Taking pride in our products'' utility to our consumers, Pearlpet has made conscious choices to develop and produce air-tight, highly durable, and 100% recyclable products.
RESERVES
The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31,2023 stood at Rs. 1985.54 Lakhs. No amount is proposed to be transferred to reserves during the year.
DIVIDEND
In the view of losses, the Board of Directors has not recommended any dividend on equity shares for the year under review.
SHARE CAPITAL
The Companyâs Capital Structure remains unchanged during the financial year 2022-23.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT
There are no material changes and commitments that affect the financial position of the Company between the date of closure of Financial Year and the date of this report.
MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There was no order passed by any regulatory authority or court or tribunal against the Company, impacting the going concern status and future operations of the Company.
DEPOSITS
Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of fixed deposit remaining unpaid /unclaimed for a period of seven years has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. Further, the Company has uploaded the necessary information in respect of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the Companyâs website at https:// pearlpet.net/about-us/#investor-relations
CORPORATE SOCIAL RESPONSIBILITY
The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified under Schedule VII of the Companies Act, 2013, the policy is available on the website of the Company https://pearlpet.net/about-us/tfinvestor-relations. The Annual Report on CSR activities is annexed as Annexure - âIIIâ and forms an integral part of this report.
HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES
The Company has no Holding, Subsidiary, Associate or Joint Venture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes took place in the Board and Key Managerial Personnel of your Company:
i. Mr. Aman Thakran was appointed as Company Secretary and Compliance Officer of the Company of the Company with effect from May 26, 2022.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Amit Seth, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume of Mr. Amit Seth as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 52nd Annual General Meeting of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and Listing Regulations and possess relevant expertise & experience and are independent of the management.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board pursuant to Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of evaluation. Any member of the Board did not participate in the discussion of his/her evaluation. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated.
A meeting of the Independent Directors was also held, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairperson on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.
NOMINATION AND REMUNERATION POLICY
Your Company has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013, which provides for the appointment and removal of Directors, Key Managerial Personnel &senior management, board diversity and their remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. The remuneration paid is as per the Policy. The details of such policy can be viewed on the Company''s website https://pearlpet.net/about-us/#investor-relations.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 4 (Four) times during the financial year 2022-23, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
A separate meeting of the Independent Directors was also held to review the performance of Non-independent Directors and overall performance of the board.
AUDIT COMMITTEE
The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
The Company has put in place a policy and mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. There are no risks which in the opinion of the Board threaten the existence of the Company. Your Company has an Internal Financial Control System which was operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
INSIDER TRADING CODE
The details regarding insider trading code are given in the Corporate Governance section of the Annual Report. Your Company has also adopted a policy for determination of legitimate purposes in line with the PIT (Amendment) Regulations, 2018 as a part of Code of practices and procedures of fair disclosures of unpublished price sensitive information.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company has a policy on whistle blower and vigil mechanism for providing a framework to promote responsible and secure whistle blowing. It protects Directors and employees wishing to raise a concern about serious irregularities within the Company. The Policy is available on the Companyâs website at https://pearlpet.net/about-us/#investor-relations.
During FY 2022-23, no complaint was received. Further, no individual was denied access to the Audit Committee for reporting concerns, if any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT), 2013
Your Company has a policy on prevention of Sexual Harassment in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the financial year 2022-23.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - âIVâ and forms an integral part of this Report. A statement comprising the names of top 10 employees and other details in terms of remuneration drawn in terms of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this annual report but the said statement is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company on any working day of the Company up to the date of the ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of Conservation of Energy, Technology absorption and Foreign Exchange earnings and
outgo as required under section 134 (3)(m) of the Companies Act, 2013, read with the rules there under, are provided in Annexure -âIâ to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of the Company, to the best of their knowledge and belief confirm that:
I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
II. The Directors 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 as at March 31,2023 and of the profit and loss of the Company for that period;
III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. The Directors have laid down internal financial controls which were followed by the Company and such internal financial controls are adequate and were operating effectively; and
VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
AUDITORS
a) Statutory Auditors
Statutory Auditors and Auditorâs Report
The shareholders of the Company at 51st AGM held on September 29, 2022 had appointed M/s. Nikhil Goel & Associates (ICAI Registration No-020934C), as the Statutory Auditors of the Company for a term of 5 years.
The Notes on financial statement referred to in the Auditorâs Report are self-explanatory and do not call for any further comments. The Auditorâs Report does not contain any qualification, reservation, adverse remark or disclaimer. There are no frauds reported in the reports of the Auditors as mentioned under subsection (12) of Section 143 of the Act.
(Note: The Company received an intimation dated 29th July, 2023, from the statutory auditors of the Company M/s Nikhil Goel & Associates, Chartered Accountants (FRN: 020934C) that the firm stands reconstituted from Proprietorship Firm to a Partnership Firm w.e.f 1st June, 2023 and the name of the Firm has been changed from M/s Nikhil Goel & Associates to Goel Goyal and Co. w.e.f. 14th June, 2023. They further communicated that the Registration Number of the Firm (FRN: 020934C) remains the same. It is to bring into the notice that the Financial Statements for the financial year 2022-23 have been signed by Mr. Nikhil Goel in the capacity of being the Proprietor at the time of signing the financials)
b) 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 Directors appointed Ms. Rashmi Sahni (Certificate of Practice No. 10493) Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2022-23. Copy of Secretarial Audit Report is annexed as Annexure-âIIâ to this report
The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.
c) Internal Auditor
During the year under review Internal Auditors, Nikhil Goel & Associates tendered their resignation from the office of Internal Auditor w.e.f 2nd August, 2022, citing the reason to pursue better opportunities. Consequently, the Board of Directors of the Company in its meeting held on 14th November, 2022, appointed Sehgal Mehta and Co., as the Internal Auditors of the Company, effective from the same date.
d) Cost Auditor
The provisions regarding maintenance of Cost Records and conducting the Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company.
COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (âICSIâ) SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its Committee(s) and General Meetings.
STATUTORY COMPLIANCES
The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non-compliances, if any.
RELATED PARTY TRANSACTIONS
During the year, there were no transactions with related parties which were not at armâs length and not in the ordinary course of business as per the provisions of section 188 of the Companies Act, 2013 or materially significant or which were in conflict with the interests of the Company and that require an approval of the Companyâs shareholders in terms of the Companies Act or SEBI Listing Regulations. Accordingly, the disclosure of the transactions in Form AOC-2 is not applicable to your Company.
All Related Party Transactions are placed before the Audit Committee and the Board for review and approval. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The detailed policy on Related Party Transactions is available on the website of the Company at https://pearlpet.net/about-us/#investor-relations. The details regarding Related Party Transactions are contained in the Notes to Financial Statements.
ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companyâs website at https:// pearlpet.net/about-us/#investor-relations.
CORPORATE GOVERNANCE REPORT
A Separate report on Corporate Governance along with certificate from Ms. Rashmi Sahni, Practicing Company Secretary confirming compliance with the requirement of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 as amended from time to time, forms an integral part of the Annual Report.
CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statementsâ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.
For & on behalf of the Board of Directors
Udit Seth
Place: New Delhi Chairperson and Managing Director
Date: 8th August, 2023 (DIN: 00005403)
Mar 31, 2016
DIRECTORS'' REPORT TO THE MEMBERS,
The Directors are pleased to present the 45th Annual Report together with the Audited Accounts for the financial year ended 31 March, 2016.
FINANCIAL RESULTS (Standalone)
The Company''s financial performance for the year under review along with previous year''s figures is given below :
|
PARTICULARS |
Financial Year 2015-16 |
Financial Year 2014-15 |
|
Gross Sales |
18647.42 |
20881.23 |
|
Less: Excise Duty |
953.63 |
1023.07 |
|
Net Sales |
17693.79 |
19858.16 |
|
Other Income |
110.28 |
309.71 |
|
Total Income |
17804.07 |
20167.87 |
|
Total Expenditure |
16650.43 |
20359.09 |
|
Profit Before tax and Exceptional items (PBT) |
(39.21) |
(191.22) |
|
Tax Expenses |
||
|
Current tax |
- |
0 |
|
Deferred T ax |
(85.61) |
59.43 |
|
Profit after Taxation |
46.40 |
(250.65) |
BUSINESS PERFORMANCE
During the year under review, the Company''s PBT (Profit before Tax and Exceptional Items) is Rs. (39.21) Lakhs from Rs. (191.22) Lakhs in financial year 2014-15. The Gross Sales reflects a marginal decline due to sharp decline in the international prices. The improvement in operating margin has helped the Company to earn Profit (after tax) of Rs. 46.40 Lakhs for the year against a corresponding loss of Rs. 250.65 Lakhs in the previous year.
In order to improve the performance, the Company continues its focus on conversion cost efficiencies, improving product quality and developing capabilities for servicing the stringent requirements of customers.
RESERVES
The Reserves and Surplus of the Company as on 31 March, 2016 stood at Rs. 3602.13 Lakhs. No amount is proposed to be transferred to Reserves during the year.
DIVIDEND
The Board has not proposed any dividend for the financial year ended 31 March, 2016, with a perspective to strengthen financial position of your company and increase value to the shareholders investment. Such a measure eventually will nurture and nourish shareholders wealth.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 5000 Lakhs. The issued, subscribed & paid up capital of the Company was Rs. 1682.69 Lakhs as on 31 March, 2016 consisting of Rs. 16834932 Equity Shares of Rs. 10/- each
HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has no Holding, Subsidiary, Associate or Joint Venture Company.
DIRECTORS
a) Director Liable to Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ramesh Mehra (DIN No. 00003334) Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-app° i nt me nt. (Rs. in Lakhs)
The details of Director being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.
b) Number of meetings of the Board of Directors
During the financial year 2015-2016, the Board of Directors of the Company, met Four (4) times on 27 May, 2015, 12 August, 2015, 9 November, 2015, and 9 February, 2016.
The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.
Further, a separate Meeting of the Independent Directors of the Company was also held on 12 August, 2015, as prescribed under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There was no change under the composition of the Board of Directors of the Company during the financial year 2015-16.
c) Changes in Key Managerial Personnel
Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following persons are acting as Key Managerial Personnel of the Company as on 31 March, 2016:
Mr. Chand Seth Chairman & Managing Director
Mr. Varun Seth Whole Time Director
Mr. Ramesh Mehra Whole Time Director
Mr. Rajesh Mehra Chief Financial Officer
Ms. Shilpa Verma Company Secretary
During the year, there has been no change in the Key Managerial Personnel of the Company.
d) Declaration by Independent Director(s)
All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules
e) Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.
The performance of the Board was evaluated on the basis of criteria such as the board composition and structure, effectiveness of Board processes, participation in assessment of annual operating plan, risks etc. Using appropriate criteria, the performance of the various Committees was separately evaluated by the Board. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. For Board evaluation the basic parameters which were considered are as achievement against key performance objectives, attendance at meetings, time devoted for the Company, contribution in the Board process etc.
f) Nomination and Remuneration Policy
Your Board has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013. The Policy provides for the appointment and removal of Directors, Key Managerial Personnel and other employees and their remuneration. The terms of reference of the Nomination and Remuneration Committee are given in the Report on Corporate Governance under the section âNomination & Remuneration Committeeâ.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the financial year ended 31 March, 2016, the Company has not granted any Loan, Guarantee as required under section 186 of the Companies Act, 2013.
The particulars of Investment made by the Company, as required under Section 186 of the Companies Act, 2013 are furnished under Note No. 13 of Notes to Financial Statement and forms part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMETS WITH RELATED PARTIES
All related party transactions that were entered into during the financial Year 2015-16 were at an arm''s length basis and were in the ordinary course of business. Hence, there are no transactions to be reported in Form AOC- 2. There were no materially significant related party transactions made by the Company that would have required members'' approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions are placed before the Audit Committee. The policy on Related Party Transactions as adopted by the Board is uploaded on the Company''s website.
Details of Related Party Transaction for the financial year 2015-16 are mentioned in Note no. 40 to 43 of Notes to Financial Statement for the financial year 2015-16.
CORPORATE GOVERNANCE REPORT
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing of Obligations and Disclosure Requirements) Regulation 2015 with the Stock Exchanges. A separate Report on Management Discussion and Analysis is enclosed as part of this Report.
The Company has obtained a certificate from a Statutory Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated in Para E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement. The Certificate is attached as Annexure-I forming part of this Directors'' Report.
RISK MANAGEMENT POLICY
The risk management process has been established across the organization which facilitates identification, assessment and formulation of mitigation plans for risks that affect the achievement of Company''s objectives. It is embedded across all the major functions and businesses and aligned to the Company''s vision and goals. The risks are identified, evaluated and mitigated at the business and Enterprise level.
The business risks, which are reviewed based on impact and likelihood, are presented to the Senior Management for review at periodic intervals. The Enterprise risks presented are reviewed by the Audit Committee and Board on a periodic basis.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud, unethical behavior, mismanagement etc. The Policy provides a mechanism for employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. No person has been denied access to the Audit Committee in this regard. The Policy is uploaded on the
Company''s website.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has implemented a Policy for prevention of Sexual Harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity. During the year no complaint was received by the Company.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company has always recognized that human relation play a significant role in the development of the skills of employee and improvement of Organizational performance.
The Company organized various employee welfare and get together programmes during the year to foster a culture of engagement amongst employees. As on 31 March, 2016 the employee strength of your Company is 506.
EXTRACT OF ANNUAL RETURN
In terms of the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the Financial Year 31 March, 2016 in Form MGT-9 is given in Annexure-II to this Report.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Control Framework which is commensurate with the size, scale and complexity of its operations. This framework ensures adequate safeguards and processes to address the evolving business requirements. Key controls have been identified along with risks and mitigation processes covering major areas across all businesses and functions. Internal controls are reviewed by Internal Auditor on a periodical basis.
Strengthening of controls is a continuous and evolving process in the Company. Based on observations I findings and recommendations of the Internal Auditor, the Company undertake preventive and corrective actions which are then horizontally deployed across the organization.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013, read with the rules there under, are provided in Annexure -III to this report.
PARTICULARS OF EMPLOYEES
During the financial year ended 31 March, 2016, none of the employee was in receipt of remuneration exceeding the limit specified under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Secretarial Department of the Company in advance.
GENERAL DISCLOSURES
During Financial Year 2015-16
a) There were no public deposits accepted by the Company pursuant to provisions of the Companies Act, 2013, including rules there under.
b) There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the financial year 2015-16.
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and 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) the Directors had 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 of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,
2013 for safeguarding the assets 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;
e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS
a) Statutory Auditors
M/s. Sehgal Mehta & Co. (Firm Registration No. 003330N) Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 43rd Annual General Meeting for a period of 3 years from the conclusion of that meeting till the conclusion of 46th Annual General Meeting, subject to ratification by the members at every Annual General Meeting.
As required under the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has received a written confirmation from M/s. Sehgal Mehta & Co., Statutory Auditors that their appointment, if made, would be in conformity with the limits specified in the said Section.
The Board recommends the ratification of the appointment of M/s. Sehgal Mehta & Co. (Firm Registration No. 003330N), Chartered Accountants as the Statutory Auditors of the Company for the financial Year 2015-16.
Auditors'' Report
There are no qualifications, reservations or adverse remarks or disclaimers made by, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed Ms. Rashmi Sahni, (C.P. No. 25681) Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2015-16.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Rashmi Sahini, Company
Secretaries, was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit in Form No. MR-3 is attached as Annexure-IV with this Report for the year ended 31 March, 2016.
There are no qualifications, reservations or adverse remarks made in the Secretarial Audit Report.
c) Internal Auditor
Ms. Anupma Halder, Chartered Accountants, has been appointed as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and Rules made there under, for the financial year 201516 by the Board of Directors, upon recommendation of the Audit Committee.
d) Cost Auditor
The provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company.
MANAGEMENT DISCUSSION & ANALYSIS AND REPORT
In terms of Chapter IV of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Management Discussion & Analysis Report on the operations of the Company is provided as a separate section and forms part of this Annual Report.
CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.
APPRECIATION
The Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers.
For and on behalf of the Board of Directors
Chand Seth
Place: New Delhi Chairman & Managing Director
Date : August 11, 2016 DIN No: 00002944
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 44th Annual Report on
the business and operations of the Company along with the audited
financial statements, for the year ended March 31,2015.
FINANCIAL RESULTS
The financial performance of your Company for the year ended March
31,2015 is summarized below:
(Rs. in Lacs)
Particulars March 31, 2015 March 31, 2014
Gross Sales 20881.23 23,653.91
Less: Excise Duty (1023.07) (1,140.48)
Net Sales 19858.16 22,513.42
Other Income 309.71 122.10
Total Income 20167.87 22,635.53
Total Expenditure 20359.09 22,583.47
Profit Before Tax and
Exceptional Items (PBT) (191.22) 52.07
Tax Expenses :
* Current Tax 0.00 5.68
* Deferred Tax 59.43 (7.51)
Profit after Taxation (250.65) 53.90
OPERATIONAL & FINANCIAL REVIEW
Due to sharp fall in the prices of crude oil during the second half of
the year, high interest rate, increase in raw material prices and other
reasons which were beyond the control of the Company, the Gross Sales
of your Company decreased to Rs.20,881.23 Lacs from Rs.23,653.91 Lacs
in the previous year.
Management evaluates all recently issued or revised accounting
standards on an ongoing basis. The Company discloses its un-audited
financial results on a quarterly basis and audited financial results on
an annual basis.
There have been no material changes and commitments that have occurred
between the close of the financial year (March 31, 2015) and the date
of the Report (August 12, 2015), which affects the financial position
of the Company.
DIVIDEND
In view of losses, your Directors regret their inability to recommend
dividend on Equity Shares of the Company for the year ended March
31,2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
The Board comprises of 6 Directors including 3 Independent Directors.
The Independent Directors provide their declarations both at the time of
appointment and annually confirming that they meet the criteria of
independence as prescribed under Companies Act, 2013 and Clause 49 of
the Listing Agreement. During the year, the Board of Directors met 4
(Four) times, the details of which are furnished in the Corporate
Governance Report forming part of this Annual Report.
Mr. Chand Seth, Chairman & Managing Director, is liable to retire by
rotation at the ensuing Annual General Meeting pursuant to the
provisions of Section 152(6) of the Companies Act, 2013, read with the
rules made thereunder and Articles of Association of the Company, and
being eligible, he has offered himself for re- appointment.
The Board recommends his re- appointment.
The tenure of Mr. Varun Seth as Whole Time Director of the Company was
valid till June 30, 2015. Hence, the Board of Directors of the Company,
at its meeting held on May 27, 2015 passed the Board resolution,
subject to the approval of shareholders at the ensuing General Meeting,
to re-appoint him for a further period of three years with effect from
July 01,2015 to June 30, 2018.
Brief resume of Mr. Varun Seth, Whole Time Director proposed to be
re-elected, is included in the Notice of 44th Annual General Meeting.
Company Secretary and Compliance Officer
During the year, Mrs. Deepika Sati, Company Secretary and Compliance
Officer of the Company resigned from the Company and she was relived
from services with effect from May 11,2015.
Consequent to aforesaid resignation, with effect from July 1, 2015 the
Board of Directors appointed Ms. Shilpa Verma as Company Secretary, and
Compliance Officer of the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance as well as the evaluation of the working of its Audit
Committee and
Nomination & Remuneration Committee.
A structured questionnaire was prepared after taking into consideration
the inputs received from Directors, covering various aspects of the
Board functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific
duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board and the
Directors expressed their satisfaction with the evaluation process.
REMUNERATION POLICY
The Board has, on recommendation of the Nomination & Remuneration
Committee, framed a policy for appointment and remuneration of
Directors, Key Managerial Personnel (KMP) and other Employees. As part
of the policy, the Company strives to ensure that:
a) the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c) remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the Company and its goals.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013 :
a) in the preparation of the annual financial statements for the year
ended March 31, 2015, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures.
b) for the financial year ended March 31, 2015, such accounting
policies as mentioned in the Notes to the financial statements have
been applied consistently and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss
of the Company for the year ended March 31,2015.
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) the annual financial statements have been prepared on a going
concern basis.
e) that proper internal financial controls were followed by the Company
and that such internal financial controls are adequate and were
operating effectively.
f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively
AUDITORS
Statutory Audit
M/s. Sehgal Mehta & Co. (Firm Registration No. 003330N), Chartered
Accountants, were appointed as the Statutory Auditors of the Company at
the 43rd Annual General Meeting for a period of three years from the
conclusion of that meeting till the conclusion of 46th Annual General
Meeting, subject to the ratification by the members at every Annual
General Meeting.
The Company has received confirmation from the Statutory Auditors
regarding their consent and eligibility under Sections 139 and 141 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
for appointment as the Auditors of the Company.
The Board recommends the ratification of the appointment of M/s. Sehgal
Mehta & Co. (Firm Registration No. 003330N), Chartered Accountants as
the Statutory Auditors of the Company for the financial year 2015-16.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the Board of Directors has appointed
Ms. Shalu Singhal, (C.P. No. 12329) Practising Company Secretary, to
conduct the Secretarial Audit of the Company for financial year ended
March 31,2015.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark and is attached in Form MR-3 as Annexure
I.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
DISCLOSURES
a) Particulars of Loans, Guarantees and investments: The Company has
not given any Loans or Guarantees as covered under the provisions of
section 186 of the Companies Act, 2013. However, the details of
Investments made by the Company are contained in Note No. 13 to the
Financial Statements.
b) Transactions with Related Parties: All related party transactions
that were entered into during the financial year were on arm's length
basis and were in the ordinary course of the business.
There were no materially significant related party transactions made by
the Company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of
the Company at large. Your attention is drawn to the related party
disclosure set out in Note no. 40, 41,42 & 43 of the financial
statement.
c) Deposits: Since, April 1, 2014 the Company has not issued any
Deposit Scheme for invitation or acceptance of Deposits within the
meaning of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
As on April 1,2015 all Deposits have been repaid by the Company to the
Deposit Holders and any amount of Deposits, which remain unclaimed for
a period of 7 years along with interest accrued thereon, have been
deposited by the Company into the Investor Education and Protection
Fund (IEPF). The declaration of same is also filed with the Registrar
of Companies, NCT of Delhi and Haryana, in pursuance of the Companies
(Acceptance of Deposits) Rules, 2014.
d) Extract of Annual Return: An extract of Annual Return in Form MGT-9
as required under Section 92(3) of the Act read with Companies
(Management & Administration) Rules, 2014 is annexed as Annexure-II to
this report.
e) Sexual Harassment Policy : The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. During the year, the Company has not received any
complaint of harassment.
f) Regulatory Orders: No significant or material orders were passed by
the regulators or courts or tribunals which impact the going concern
status and Company's operations in future.
CORPORATE GOVERNANCE AND POLICIES
Your Company is fully compliant with the Corporate Governance
guidelines, as laid out in Clause 49 of the Listing Agreement and
believes that good Corporate Governance is the basis of stakeholders'
satisfaction and is thus, committed to attain the highest level of
transparency, accountability and compliance of law in all facets of
operations. A detailed report on Corporate Governance forms part of
this Annual Report.
The Statutory Auditors of the Company have examined the requirements of
Corporate Governance with reference to Clause 49 of the Listing
Agreement and have certified the compliance, as required under Clause 49
of the Listing Agreement. The Certificate in this regard is attached as
Annexure-III to this Report.
The Board has in accordance with the requirements of Companies Act,
2013 and Clause 49 of the Listing Agreement has adopted new policies
and amended existing policies such as policy on Related Party
Transaction, Code of Conduct for Directors and Senior Management and
Whistle Blower/ Vigil Mechanism Policy.
Whistle Blower/ Vigil Mechanism Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the revised Policy on Whistle Blower/ Vigil Mechanism. This Policy
inter-alia provides a direct access to the Chairman of the Audit
Committee.
Your Company hereby affirms that no Director/Employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
Risk Management Policy
The Company has constituted a business risk management committee
pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement. The details of the committee is set out in
the Corporate Governance Report forming part of this Report
The Company is well aware of these risks and challenges and has put in
place mechanisms to ensure they are managed and mitigated with adequate
timely actions. At present, the Company has not identified any element
of risk which may threaten the existence of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS ANDOUTGO
The particulars prescribed under Section 134 of the Companies Act, 2013
read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating
to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are furnished in Annexure-IV to this Report.
PARTICULARS OF EMPLOYEES
During the financial year ended March 31,2015, none of the employee was
in receipt of remuneration exceeding the limit specified under Section
197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
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 employees of the Company, will be provided upon
request. In terms of Section 136 of the Act, the reports and accounts
are being sent to the members and others entitled thereto, excluding the
information on employees' particulars which is available for inspection
by the members at the Registered Office of the company during business
hours on working days of the Company up to the date of ensuing Annual
General Meeting. If any member is interested in inspecting the same,
such member may write to the Secretarial Department of the Company in
advance.
Acknowledgement
The Directors wish to express their appreciation for the continued
co-operation of the Central and State Governments, bankers, financial
institutions, customers, dealers and suppliers and all the
shareholders. The Directors also wish to thank all the employees for
their contribution, support and continued co-operation throughout the
year.
On Behalf of the Board of Directors
Pearl Polymers Limited
Chand Seth
Chairman & Managing Director
Date: August 12, 2015
Place: New Delhi
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 43rd Annual Report and the
Company''s audited accounts for the financial year ended March 31,2014.
Financial Highlights
During the year under review the Industry growth remained flat and the
economic conditions continued to be under pressure. High interest rate,
low policy visibility, increase in raw material prices, depreciation of
rupee alongwith increasing inflation has impacted the profitability of
the Company.
Despite these challenges, your Company has managed to overcome the
obstacles and achieved a reasonable growth in gross Sales by 2.35%. The
financial performance of the Company for the year ended March 31,2014
as compared with the previous year''s performance is summarised below:
(Rs. in Lacs)
Particulars For the For the
year ended year ended
31.03.2014 31.03.2013
Net Revenue
from Operations 22,513.42 21,849.33
Other Income 122.10 273.32
Total Revenue 22,635.52 22,122.65
Total Expenditure 22,583.46 22,902.50
Profit before Tax and
Exceptional Items (PBT) 52.06 (779.85)
Exceptional Items - (2,427.89)
Tax Expenses:
- Current Tax 5.68 407.00
- Demand Tax (7.51) (194.98)
- Tax adjustment for
earlier year 0.00 15.43
Profit after Tax (PAT) 53.89 1,420.59
Dividend
The Directors consider it prudent to retain the profits of the Company
for the current year for funding future expansion in the Company and
regret their inability to recommend dividend on Equity shares of the
Company for the financial year ended March 31, 2014.
Economic Scenario and Industry Outlook PET is one of the most versatile
and widely used plastics in the world. Many everyday products like food
containers, synthetic fibres and almost all plastic bottles are made
from PET. The Indian polymer market growth is closely linked to GDP
growth. The Indian per capita plastic consumption is advancing at 1.5
times its GDP growth making India among the world''s fastest growing
polymer markets with a five-year CAGR of 10.7% (2008-2013).
Approximately 65 million tonnes of PET are estimated to have been
produced globally in 2012. This tonnage has grown at a compound annual
growth rate of 7.25% over the last 20 years.
Despite strong growth over last few decades, the Indian market remains
under-penetrated. The lower demand growth can be attributed to economic
slowdown, deferment of capital expenditure by the government on
infrastructure, currency volatility and liquidity crunch caused by
higher interest rates.
However, the size of the India''s plastics industry may touch Rs.1.7
lakh crores by 2015 on account of rising consumption of the material
for producing various goods. With the formation of new government,
economic growth is expected to accelerate in the next fiscal 2014-15.
The Company remains cautiously optimistic in its outlook for the
current financial year.
Opportunities and Challenges
The Indian plastic industry clearly has the potential to continue its
fast growth. It is expanding at a phenomenal pace, with plastic being
significantly used in innovating new applications in industries like
automobile, electronics, food processing, packing, healthcare thereby
increasing the demand for plastics altogether.
However, India''s Plastic Industry still suffers competitively because
it''s much smaller than China''s plastics sector. China has three to 20
times more production of most types of polymers than India, even though
their populations are relatively equal. Over the next few years,
competition in the industry is also expected to increase considerably,
as a result of global trends, which will become applicable to the
liberalizing economy of country.
To survive the competition, both polymer manufacturers and processors
will need to adopt radically new methods and approaches to reduce
costs, improve market and customer service and management of
performance. Other factors that need consideration are weak Indian
Currency, Dumping of products by China at lower price, un-organized
sector, inflation etc.
Risk Management
In today''s modern economy with the changing preferences, the business
environment is changing at a very fast pace exposing the Company to
different types and levels of risk. However, the Company has a well
structured risk assessment and minimization mechanism, which is
periodically reviewed by the Board of Directors. Management of your
Company always keeps stakeholders'' interests in mind while taking all
decisions such that their interests are not adversely affected. The
Company has also put in place a risk management framework to identify,
assess, prioritize and alleviate risk. The risks are periodically
assessed and reviewed and corrective actions are taken to mitigate
effects.
Internal Control System
Your Company has adequate internal control systems to ensure
maintenance of proper accounting records, their accuracy and Accounting
Standards, safeguarding of Company''s assets and assessing its risk for
insurance coverage. The internal audit function team comprises of
well-qualified experienced professionals who control regular audits
across the Company''s operations. The management duly considers and
takes appropriate action on the recommendations made by the Statutory
Auditors, Internal Auditors and the Independent Audit Committee of the
Board of Directors.
CEO/CFO certification also confirms adequacy of internal control system
and procedures in the Company.
Human Resource and Industrial Relations
PPL believes that human resources are the most precious assets of the
Company. Company''s ongoing thrust is to maintain productive work
culture and to orient the employees to effectively face the new and
emerging challenges emanating from the competitive environment. Your
Company is privileged to have the right blend of professionals and
executives in the organization and makes sincere efforts to ensure
numerous opportunities for their growth in the organization. As on
March 31,2014, 577 numbers of employees were on Company''s Roll.
The Company also employed casual workers through contractors during the
year. The job description of each member has been defined and
performance indicators are monitored accordingly to improve motivation
level and to encourage talent. The Industrial relations at all levels
of the Company remained cordial during the year.
Listing of Equity Shares
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd. (BSE Scrip Code 523260) and the National Stock Exchange
of India Ltd (NSE Scrip code PEARLPOLY).
Public Deposits
During the year under review, deposits amounting to Rs.7.82 Lacs in
respect of 47 depositors have been repaid/renewed and as on March 31,
2014, a sum of Rs.14.60 Lacs relating to 82 depositors remained
unclaimed. In accordance with the provisions of the Companies Act,
1956, deposits along with interest thereon remaining unclaimed for a
period of seven years have been deposited by the Company into the
Investor Education and Protection Fund (IEPF) established by the
Central Government.
The Company has also filed a statement regarding deposits existing as
on April 01, 2014 and Return of Deposits alongwith a Certificate from
the Statutory Auditors thereon, with the Registrar of Companies, NCT of
Delhi and Haryana, in pursuance of the Companies (Acceptance of
Deposits) Rules, 2014.
Directors
The composition of the Board of Directors is in accordance with the
provisions of the Companies Act, 1956 / Companies Act, 2013, the
Articles of Association of the Company and satisfies the requirements
envisaged in the Listing Agreement entered into with the Stock
Exchanges. Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 readwith the rules made thereunder and Articles of
Association of the Company, Mr. Varun Seth, Whole time Director,
retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
As per the provisions of the Section 149 and other applicable
provisions of the Companies Act, 2013, your Directors are seeking
appointment of Sh. Ravi Mehra, Smt. Meera Johri and Sh. Ashish Harish
Bhuva, as Independent Directors in the ensuing Annual General Meeting.
Details of the proposal for appointment of Sh. Ravi Mehra, Smt. Meera
Johri and Sh. Ashish Harish Bhuva are mentioned in the Explanatory
Statement under Section 102 of the Companies Act, 2013 of the Notice
calling 43rd Annual General Meeting of the members of the Company.
The Company has received notice(s) in writing proposing their
candidature for the office of Director. The necessary resolutions for
their appointment are being placed before you.
During the year under review, Dr. Sai Ramachandran resigned from the
Board of the Company. Your Directors expressed deep sense of gratitude
and wishes to place on record their appreciation of the valuable
contribution made by him during his tenure.
Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 pertaining to the Directors'' Responsibility Statement, your
Directors hereby confirm that:
(i) in preparation of annual accounts, applicable accounting standards
have been followed;
(ii) the Accounting Policies selected in consultation with the
Statutory Auditors have been applied consistently, and judgments and
estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2014, and
of profit of the Company for that period;
(iii) proper and sufficient care has been taken to the best of
knowledge and ability for 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;
(iv) the annual accounts for the year have been prepared on a "going
concern basis".
Auditors and Auditors'' Report
M/s Sehgal Mehta & Co. (Firm Registration No. 003330N), Chartered
Accountants, Statutory Auditors of the Company, retire at the
forthcoming Annual General Meeting. They offer themselves for
re-appointment from the conclusion of the Forty-third Annual General
Meeting till the conclusion of the Forty-sixth Annual General Meeting
as per the provisions of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules'' 2014.
The notes to the financial statements referred to in the Auditors''
Report, are self-explanatory and therefore do not require any further
comments.
Energy Conservation, Technology Absorption & Foreign Exchange Earnings
and Outgo
Within the Company there are continuous efforts to improve operational
efficiencies and minimizing consumption of natural resources. Your
Company actively makes efforts to increase awareness about the need to
sustain the environment and constantly evaluates new initiatives that
could reduce waste and emissions within the Company.
A statement on details pertaining to Energy Conservation, Technology
absorption and Foreign Exchange Earnings and Outgo, required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in report of Board of Directors) Rules,
1988, forms part of this Directors'' Report as Annexure-I Particulars of
Employees
During the financial year ended March 31,2014, none of the employees
was in receipt of remuneration exceeding limit specified under Section
217(2A) read with the amended Companies (Particulars of Employees)
Rules, 1975.
Corporate Governance
Your Company believes that good Corporate Governance is the basis of
stakeholders'' satisfaction and is thus, committed to attain the highest
level of transparency, accountability and compliance of law in all
facets of operations.
A detailed report on Corporate Governance along with the certificate
from the Statutory Auditors confirming compliance with the conditions
of Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, forms part of this report.
Acknowledgement & Appreciation Your Directors take this opportunity to
express their gratitude for the assistance and cooperation received
from the shareholders, customers, vendors, financial institutions,
banks, Government authorities for their consistent support and
cooperation to the Company during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the
committed services by the executives, staff and workers of the Company.
On Behalf of the Board
Pearl Polymers Ltd.
Chand Seth
Chairman & Managing Director
Place: New Delhi
Date : 1st September, 2014
Mar 31, 2013
To, The Members,
The Directors have pleasure in presenting the Forty Second Report on
the business and operations of the Company together with audited
accounts for the Financial Year ended 31 March, 2013.
FINANCIAL PERFORMANCE
The financial performance of the Company for the year ended 31 March,
2013 as compared with the previous year''s performance is envisaged
below:
(Amount in Rs. Lacs)
Particulars For the year ended For the year ended
31 March, 2013 31 March, 2012
Gross Sales 23110.96 22624.60
Less : Excise Duty 1261.62 1178.29
Net Sales 21849.34 21446.31
Other Income 273.32 99.79
Total Income 22122.65 21546.10
Total Expenditure (excl.
Depreciation & Interest) 21174.93 19973.37
Profit before Depreciation,
Interest & Tax (PBDIT) 947.72 1572.73
Less : Interest 843.70 910.28
Depreciation 883.86 840.95
Exceptional Items (2427.89) (111.88)
Profit before Tax & prior
period Adjustment (PBT) 1648.04 (66.62)
Provision for Taxes 227.45 29.92
Profit after Tax (PAT) 1420.59 (36.7)
Surplus brought forward 182.78 394.49
Balance available for
appropriation 1603.37 357.79
Appropriations:-
Proposed Dividend (incl. tax) - 0.01
Transfer to Capital
Redemption Reserve (1033.00) (175.00)
Balance carried to
Balance Sheet 570.37 182.78
DIRECTORS
The Board of Directors of the Company is composed in accordance with
the provisions of the Companies Act, 1956, the Articles of Association
of the Company and satisfies the requirements envisaged in the Listing
Agreement entered into with the Stock Exchanges.
Pursuant to Section 255 and 256 of the Companies Act, 1956 read with
Clause 110 of the Articles of Association of the Company, Mr. Ramesh
Mehra, Director, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible has offered himself for
re-election.
The brief resume/details relating to directors who are to be
appointed/reappointed are furnished in the explanatory statement to the
notice of the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, pertaining to the Directors'' Responsibility Statement your
Directors confirms that:
- in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and no material departures have been made
from the same;
- they have selected such accounting policies and applied them
consistently, made judgements 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 of the
Company for the period;
- they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
- the Directors have prepared the Annual Accounts for the Financial
Year ending 31 March, 2013 on a ''going concern basis
AUDITORS AND AUDITORS'' REPORT
M/s Sehgal Mehta & Co., Statutory Auditors of the Company retire at the
ensuing Annual General Meeting and are eligible for re-appointment.
They have expressed their willingness to continue as the Statutory
Auditors, if re-appointed at the Annual General Meeting to hold office
until the conclusion of the next Annual General Meeting. The Company
has received from the auditors, a certificate stating that their
appointment, if made, would be within the prescribed limit under
section 224(1 B) of the Companies Act, 1956 and they are not
disqualified for such re-appointment within the meaning of section 226
of the said Act.
The notes to accounts referred to in the Auditor''s Report are self
explanatory and therefore do not require any further comments.
Internal Control System and their Adequacy
The Company''s internal control system comprises audit and compliance
procedures commensurate to the nature and size of business. The
internal auditors appointed by the Board M/s Sanjeev Khanna &
Associates, Chartered Accountants, assist the Board in supplementary
internal audit check.
The internal auditors independently evaluate the adequacy of internal
controls and concurrently audit the majority of the transactions in
value terms. An extensive program of internal audit and management
review supplements the process of internal control.
Further the CEO/CFO certification also confirms adequacy of internal
control system and procedures in the Company.
LISTING OF EQUITY SHARES
The Company''s share continues to remain listed with National Stock
Exchange and The Stock Exchange, Mumbai, India.
During the year under review, the Company has redeemed 10,33,000 (One
Lac Thirty Three Thousand) 5% Redeemable Non Cumulative Preference
Shares (unlisted). Consequent to which the share capital of the Company
is now comprising of Rs. 1, 68, 34,932 Equity Shares of Rs. 10/- each.
PUBLIC DEPOSITS
As on 31st March, 2013, a sum of Rs. 16.02 Lacs relating to 87 depositors
remained unclaimed. Since then, deposits amounting to Rs. 6.55 Lacs in
respect of 30 depositors have been repaid/ renewed. In accordance with
provisions of the Companies Act, 1956, the Company has deposited the
unclaimed deposits along with interest thereon into the Investor
Education and Protection Fund (IEPF) established under the Act.
There was no failure to make repayments of Fixed Deposits on maturity
and the interest due thereon in terms of the conditions of your
Company''s erstwhile Schemes.
CASH FLOW STATEMENT
Cash Flow Statement in accordance with Accounting Standards (AS-3)
issued by Ministry of Corporate Affairs also forms part of this Annual
Report.
CHANGE OF THE REGISTERED OFFICE/ CORPORATE OFFICE
The Board of Directors at their meeting held on 14th February, 2013,
approved the change of Registered Office of the Company to A-97/2,
Okhla Industrial Area, Phase-II, New Delhi-110 020 from the earlier
office at 204, Rohit House, 3, Tolstoy Marg, New Delhi-110 001, with
immediate effect.
Corporate office of the Company (Mumbai) w.e.f 14th February, 2013 has
been shifted from II Floor, Kamanwala Chambers, New Udyog Mandir,
Mughal Lane, Mahim, Mumbai-400016 to Pearl Polymers Limited, 410-411,
4th Floor, New Udyog Mandir No.2, Mogul Lane, Mahim West, Mumbai
400016.
POSTAL BALLOT
During the year under review the Company has obtained the approval of
its Members under Section 293 (1) (a) of the Companies Act, 1956, by
passing the resolution through postal ballot as provides by postal
ballot rules pertaining to:
Ordinary Resolution under Section 293(1)(a) of the Companies act, 1956
for sale/ disposal of whole or substantially the whole of one of the
Company''s manufacturing unit situated at 2-A, Sector-18, HSIIDC,
Gurgaon, Haryana. The Company was facing many operational and technical
difficulties in carrying on the manufacturing facilities at its unit
located at Gurgaon (Haryana). There is uncertainty foreseen in the
operation of the aforementioned unit as the Company is unable to obtain
fire NOC from Municipal Corporation of Gurgaon since the location of
plant is in dispute. The unit is situated within the purview of 900 mtr
from Ammunition Depot of Air Force in Gurgaon. A Petition in public
interest has been filed by certain residents of Gurgaon that the
construction of residential and industrial/commercial establish- ments
located within 900 mtr from Ammunition Depot of Air Force in Gurgaon is
illegal. It has been confirmed by the Estate Officer-1, HUDA, Gurgaon,
to the Company that the site of its Gurgaon unit falls within 900 mtrs
of the ammunition Depot; hence this has made any further operations in
the Companies Gurgaon Unit very uncertain.
Voting Pattern and Procedure for Postal Ballot:
1. The Board of Directors of the Company had, at its meeting held on
31.07.2012, appointed Mr. V. P. Kapoor, Practising Company Secretary as
the Scrutinizer for conducting the postal ballot process.
2. The Postal Ballot process was carried out in a fair and transparent
manner. The postal ballot forms had been kept under his safe custody in
sealed and tamper proof ballot boxes before commencing the scrutiny of
such postal ballot forms.
3. All postal ballot forms received up to the close of working hours
on the last date and time fixed by the Company for receipt of the
forms, had been considered.
4. The results of the Postal Ballot were announced on 07.09.2012 at
the registered office of the Company.
The Register and Postal Ballot Papers have been preserved by the
Company as per the Companies (Passing of Resolution by Postal Ballot)
rules, 2011.
Corporate Social Responsibility
Your Company believes that Corporate Social Responsibility delivered in
the context of its business makes it more effective, impactful,
scalable and sustainable. Your Company''s overarching aspiration to
create meaningful societal value is manifest in your Company''s strategy
to enhance the competitiveness of value chains of which it is a part.
It is therefore a conscious strategy to design and implement Social
Investment/CSR programmes in the context of your Company''s businesses,
by enriching value chains that encompass the most disadvantaged section
of the society, especially those residing in rural India, through
economic empowerment based on grass-roots capacity building.
During the year, the Company was involved in the following CSR
activities.
Environmental, Health & Safety
To sustain and continuously improve standards of Environment, Health
and Safety through the collective endeavour of your Company and its
employees at all levels towards attaining world-class standards and
support other programmes and initiatives, internal or external, for the
prevention of illness and combating of diseases as may be considered
appropriate from time to time. While respecting and upholding our
responsibility towards the environment and to further create and
promote awareness amongst our workers, extensive plantation and
gardening was carried out inside and outside the premises of the work.
Conscious efforts were made towards proper treatment and handling of
scrap by facilitating reuse, recycle and safe disposal of waste,
already accredited with ISO 22000- 2005, most of the units are
demonstrating best practices in Industry in the directions of food
safety, and energy optimization. Further your Company is been
Categorized as ''Zero Pollution Industry" and are "Green Categorized".
All environmental norms were duly complied with at the manufacturing
locations.
Your Company''s Human Resource agenda for the year was focus on the
vision on of being an "Injury Free" and ''Zero Environment Incident''
organization. The behavioral safety programme is in place for many
years.
In line with targets of the Company''s vision is to double the size of
its business while reducing the overall impact on environment. Your
Company has also increased the use of renewable resources. Rain Water
Harvesting has been implemented in more than 50% of the manufacturing
units. Your Company has created the Rain Water Harvesting potential to
return more water to the ground than their water consumption.
Your Company pursues a three pronged approach in waste management;
Reduce, Reuse and Recycle.
Educational & Training Initiatives:
The education & stationery products industry is poised for exponential
growth driven by large investments in the education sector, growing
literacy and increasing scale of government initiatives in education.
The Company encourages the development of human capital of the Nation
by expanding human capabilities through skills development, vocational
training etc. and by promoting excellence in identified cultural
fields. The Company organizes regular Management Development
Programmers in the form of workshop and training session for both the
senior and junior management. The Company has chosen areas to focus its
energies on namely Education and Skill Development, Health, Environment
and Affirmative Action.
Your Company also supports a number of initiatives for vocational
training within the catchment areas of its operational that have proven
to be effective in empowering youth with requisite skills to increase
their employability in the market.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUTGO
A statement on details pertaining to Energy Conservation, Technology
absorption and Foreign Exchange Earnings and Outgo, required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in report of Board of Directors) Rules,
1988, forms part of this Directors'' Report as Annexure- I
PARTICULARS OF EMPLOYEES
There was no employee of the Company who received remuneration in
excess of the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Amend-
ment, Rules, 2011.
Accordingly, no disclosure is required to be made in pursuance with the
above provisions.
LEGAL, COMPLIANCE AND BRAND PROTECTION
Your Company continued to focus on the key areas and projects within
the legal and compliance functions, which include transiting to a
workflow based Self- Compliance initiative. This enables compliances to
be made and tracked by factories and offices of your Company across the
country. In the area of Brand Protection, your Company has taken
significant actions against counterfeits, fakes and other forms of
unfair competition, during the year, under the Company''s initiative to
Combating Unfair Competition.
CORPORATE GOVERNANCE
The Company''s philosophy on Corporate Governance is founded upon a rich
legacy of fair, ethical and transparent governance practices, many of
which were in place even before they were mandated by adopting highest
standards of professionalism, honesty, integrity and ethical behavior.
As a global organization, the Corporate Governance practices followed
by the Company, through the Governance mechanism in the Company, the
Board along with its committee undertakes its fiduciary
responsibilities to all its stakeholders by ensuring transparency,
fair-play and independence in its decision making.
The Board of Directors of the Company had also evolved and adopted a
Code of Conduct based on the principles of Good Corporate Governance
and best management practices being followed globally. Its directors
and employees supplemented with an appropriate mechanism to report any
concern pertaining to non-adherence to the said Code. The Code is
available on the website of the Company www.pearlpet.com.
The certificate certifying due diligence from the Statutory Auditors of
the Company pertaining to practices of corporate governance adopted in
the Company forms the part of this report.
CAUTIONARY STATEMENT
Statements in this management discussion and analysis describing the
Company''s objectives, projections, estimates and expectations may be
''forward looking statements'' within the meaning of applicable laws and
regulations.
Actual results may differ substantially or materially from those
expressed or implied. Important development that could affect the
Company''s operations include a downward trend in the domestic industry,
monsoon, rise in input costs, exchange rate fluctuations, and
significant changes in political and economic environment in India,
environment standards, tax laws, litigation and labour relations.
The business review and certain other sections of the Annual Report
contain forward-looking statements which are subject to risk factors
associated with, among other things, the economic and business
circumstances occurring from time to time in the countries and markets
in which the Group operates. It is believed that the expectations
reflected in these statements are reasonable but they may be affected
by a wide range of variables which could cause actual results to differ
materially from those currently anticipated.
ACKNOWLEDGMENT & APPRECIATION
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the Industry.
Your Directors would also like to acknowledge the excellent
contribution to your Company in providing with the latest innovations,
technological improvements and marketing inputs across almost all
categories in which it operates. This has enabled the Company to
provide higher levels of consumer delight through continuous
improvement in existing products and introduction of new products.
The Board places on record their appreciation for the support and
co-operation your Company has been receiving from its suppliers,
redistribution stockists, retailers, business partners and others
associated with the Company as its trading partners. Your Company looks
upon them as partners in its progress and has shared with them the
rewards of growth. It will be Company''s endeavor to build and nurture
strong links with the trade based on mutuality of benefits, respect to
and co-operation with each other, consistent with consumer interests.
The Directors also take this opportunity to thank all investors,
clients, vendors, banks, regulatory and government authorities and
stock exchanges, for their continued support.
On Behalf of the Board
PEARL POLYMERS LTD
CHAND SETH
CHAIRMAN & MANAGING DIRECTOR
Place :New Delhi
Date :13th August, 2013
Mar 31, 2012
The Directors have pleasure in presenting their 41st Report on the
Business and operations of your company together with Audited Accounts
for the Financial Year ended 31st March, 2012.
FINANCIAL PERFORMANCE
(Rs. in Lacs)
Particulars For the year ended For the year ended
31st March, 2012 31st March, 2011
Gross Sales 22624.60 20024.54
Less: Excise Duty 1178.29 1095.15
Net Sales 21446.31 18929.39
Other Income 212.30 153.00
Total Income 21658.61 19082.39
Total Expenditure (excl.
Depreciation & Interest) 19974.00 17338.95
Profit before Depreciation,
Interest & Tax (PBDIT) 1684.61 1743.44
Less : Interest 910.28 887.17
Depreciation 840.95 790.59
Profit before Tax & prior
period Adjustment (PBT) (66.62) 65.70
Provision for Taxes 29.92 1.46
Profit after Tax (PAT) (36.70) 67.16
Surplus brought forward 394.49 697.40
Balance available for
appropriation 357.79 764.56
Appropriations:- Proposed
Dividend (incl. tax) 0.01 0.07
Transfer to Capital
Redemption Reserve 175.00 420.00
Transfer from Debenture
Redemption Reserve - (50.00)
Balance carried to
Balance Sheet 182.78 394.49
DIVIDEND
In the absence of profits in the current Financial Year the Directors
of the Company regret their inability to recommend dividend on Equity
Shares of the Company for the Financial Year ended 31st March, 2012.
The Company has paid dividend at the rate of 0.01% p.a on the
Redeemable Cumulative Preference Shares of the Company in accordance
with terms of issue of the said shares.
CHANGE IN CAPITAL STRUCTURE
During the year under review, the Company redeemed 1,75,000 (One Lac
Seventy Five Thousand) 0.01% Redeemable Cumulative Preference Shares.
Further, the Company has issued 10,33,000 5% Non- Cumulative Redeemable
Preference Shares on private placement basis to various entities,
consequent to which the Share Capital of the Company is now Rs.
27,16,49,320/- comprising of 1,68,34,932 Equity Shares of Rs. 10/- each
and 10,33,000 5% Non Cumulative Redeemable Preference Shares of Rs. 100/-
each.
LISTING OF EQUITY SHARES
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd (NSE).
PUBLIC DEPOSITS
As on 31st March, 2012, a sum of Rs. 35.65 Lacs relating to 154
depositors remained unclaimed. Since then, deposits amounting to Rs.
23.01 Lacs in respect of 77 depositors have been repaid/ renewed. In
accordance with provisions of the Companies Act, 1956, the Company has
deposited the unclaimed deposits alongwith interest thereon into the
Investor Education and Protection Fund (IEPF) established under the
Act.
DIRECTORS
The composition of the Board of Directors of the Company is in
accordance with the provisions of the Companies Act, 1956, the Articles
of Association of the Company and satisfies the requirements envisaged
in the Listing Agreement entered into with the Stock Exchanges.
Pursuant to Section 255 and 256 of the Companies Act, 1956 read with
Clause 110 of the Articles of Association of the Company, Dr. Sai
Ramachandran, Director, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible have offered himself for
re-election. A brief resume of Dr. Sai Ramachandran is included in the
Notice for the ensuing Annual General Meeting.
During the year under review, Mr. Harish Seth, Vice Chairman and
Managing Director and Mr. Naresh Khanna, Non Executive & Independent
Director, resigned from the Board w.e.f 11th July, 2012 and 1st August,
2012 respectively.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, pertaining to the Directors' Responsibility Statement your
Directors state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) The accounting policies are selected and applied consistently and
are reasonable and prudent judgments and estimates were made so as to
give a true and fair view of the state of affairs of the Company as at
31st March, 2012;
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts for the financial
year ending 31st March, 2012 on a 'going concern basisÃ.
CASH FLOW STATEMENT
Cash Flow Statement in accordance with Accounting Standards (AS-3)
issued by ICAI (Institute of Chartered Accountants of India) also forms
part of this Annual Report.
AUDITORS AND AUDITORS' REPORT
The term of appointment of M/s. J.C Bhalla & Co., Statutory Auditors of
Company will expire at the ensuing Annual General Meeting. However they
have expressed their unwillingness to continue as the statutory
Auditors of the Company.
Accordingly, the Board of Directors of the Company on the basis of
recommendation received from the Audit Committee recommend the
appointment of M/s. Sehgal Mehta & Co., Chartered Accountants (Firm
Registration No. 03330N), as Statutory Auditor of the Company at the
ensuing Annual General Meeting to hold office until the conclusion of
next Annual General Meeting. The Company has received a certificate
from them about their eligibility for appointment as Statutory Auditors
as per Section 224(1B) of the Companies Act, 1956. And that they are
not disqualified for such appointment within the meaning of the section
226 of the said Act.
The notes to accounts referred to in the Auditors' Report, are
self-explanatory and therefore do not require any further comments.
CORPORATE SOCIAL RESPONSIBILITY
Your Company strongly believes that for any economic development to be
meaningful, the benefits from the business must trickle down to the
society at large. The Company's initiatives in the community aim to
create impact through empowerment so that the people in the community
can make a better living and lead a better quality of life. The Company
continues to make focused efforts for fulfilling its CSR with the
thrust areas being education, health & sanitation and public awareness.
During the year, the Company was involved in the following CSR
activities.
Environmental Initiatives: While respecting and upholding our
responsibility towards the environment and to further create and
promote awareness amongst our workers, extensive plantation and
gardening was carried out inside and outside the premises of the work.
Conscious efforts were made towards proper treatment and handling of
scrap by facilitating reuse, recycle and safe disposal of waste,
already accredited with ISO 22000-2005, most of the units are
demonstrating best practices in Industry in the directions of food
safety, and energy optimization. Further your Company is been
Categorized as 'Zero Pollution Industry" and is "Green Categorized".
All environmental norms were duly complied with at the manufacturing
locations.
Social & Health Initiatives: Your Company always come forward and makes
contributions in times of natural calamities like Earth Quake, Tsunami,
and Floods etc. Our employees also voluntarily come forward in
contributing in all possible ways to rehabilitate effected families in
case of any God Forbidden unnatural happening. Our Units at various
locations organize Blood donation camps in coordination with local
blood banks. We also participate in various activities through
subscription & Contributions towards our local Industrial welfare
Associations. Senior Management is actively involved in Free Treatments
for Eyes/other Medical problems, arranging operations where necessary,
providing aids to physically challenged etc through various Service
Foundations.
Educational & Training Initiatives: During the year, various training
programs were organized for the workers at the plant. Special training
on First Aid was imparted besides the periodical training on Fire and
General Safety given to the employees. New entrants were provided with
training before being allowed to handle machines. Amongst other
efforts, various presentations were organized at the Corporate Office
to apprise the employees of the updates and constant changes occurring
in the corporate world. Vocational plant training was also imparted to
students from Engineering and Diploma Institutes as part of their
curriculum.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUTGO
A statement on details pertaining to Energy Conservation, Technology
absorption and Foreign Exchange Earnings and Outgo, required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in report of Board of Directors) Rules,
1988, forms part of this Directors' Report as Annexure-I
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration
exceeding the limit fixed under section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Amendment
Rules, 2011.
Accordingly, no disclosure is required to be made in pursuance with the
above provisions.
CORPORATE GOVERNANCE
It has always been the Company's endeavour to excel through better
Corporate Governance in fair and transparent practices, many of which
have already been in place even before they were mandated by the law.
The Company complies with clause 49 of the Listing Agreement. The Board
of Directors of the Company had also evolved and adopted a Code of
Conduct based on the principles of Good Corporate Governance and best
management practices being followed globally. The Code is available on
the website of the Company www.pearlpet.com.
The certificate certifying due diligence from the Statutory Auditors of
the Company pertaining to practices of corporate governance adopted in
the company forms the part of this report.
ACKNOWLEDGEMENT & APPRECIATION
The Board of Directors thank the Company customers, shareholders,
investors, vendors and bankers for their support to the company during
the year and place on record their gratitude and co-operation received
from financial institutions, Banks and Governmental & Non- Governmental
authorities.
Your directors also wish to place on records their sincere thanks and
appreciation for the continuing support and unstinting efforts of
Investors, Dealers, Business Associates and Employees in ensuring an
excellent all around operational performance.
On behalf of the Board
PEARL POLYMERS LIMITED
Chand Seth
Chairman & Managing Director
Place: New Delhi
Date : 14th August, 2012
Mar 31, 2011
Dear Members,
The Directors are pleased to present the report on the business and
operations of your Company and the audited accounts for the financial
year ended 31st March, 2011.
FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended 31st March,
2011 as compared with the previous year's performance is envisaged
below:
(Amount in Rs./Lacs)
PARTICULARS For the Year Ended For the Year Ended
31st March, 2011 31st March, 2010
Gross Sales 20023.01 18049.80
Less: Excise Duty 1095.15 880.39
Net Sales 18927.86 17169.41
Other Income 153.00 138.01
Total Income 19080.86 17307.42
Total Expenditure (excl.
Depreciation & Interest) 17341.43 15484.80
Profit before Depreciation,
Interests Tax (PBDIT) 1739.43 1822.62
Less : Interest 887.17 712.95
Depreciation 790.59 753.47
Profit before Tax &
prior period Adjustment (PBT) 61.67 356.20
Exceptional Items
Prior Period Adjustments 4.09 (0.82)
Provision for Taxes 1.40 (125.57)
Profit after Tax (PAT) 67.16 229.81
Surplus brought forward 697.40 447.67
Balance available for 764.56 677.48
appropriation
Appropriations:-
Proposed Dividend (incl tax) 0.07 0.08
Transfer to Capital
Redemption Reserve 420.00 105.00
Transfer from Debenture
Redemption Reserve (50.00) (125.00)
Balance carried to
Balance Sheet 394.49 697.40
DIVIDEND
The Directors consider it prudent to retain the profits of the Company
for the current year for funding future expansion in the Company and
regret their inability to recommend dividend on Equity shares of the
Company for the financial year ended 31st March, 2011.
CHANGE IN CAPITAL STRUCTURE
During the year under review, the Company redeemed 4,20,000 (Four Lac
Twenty Thousand) 0.01% Redeemable Cumulative Preference Shares,
consequent to which the total issued and subscribed share capital of
the Company is Rs. 18,58,49,320/- comprising of 1,68,34,932 Equity
shares of Rs. 10/- each and 1,75,000 Preference shares of Rs. 100/-
each.
LISTING OF EQUITY SHARES
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd (NSE).
PUBLIC DEPOSITS
As on 31st March, 2011, a sum of Rs. 35.20 Lacs relating to 180
depositors remained unclaimed. Since
then, deposits amounting to Rs. 18.34 Lacs in respect of 78 depositors
have been repaid/ renewed. In accordance with provisions of the
Companies Act, 1956, the Company has deposited the unclaimed deposits
alongwith interest thereon into the Investor Education and Protection
Fund (IEPF) established under the Act.
DIRECTORS
The composition of the Board of Directors is in accordance with the
provisions of the Companies Act, 1956, the Articles of Association of
the Company and satisfies the requirements envisaged in the Listing
Agreement entered into with the Stock Exchanges. There are no changes
in the Board of Directors of the Company during the year.
Pursuant to Section 255 and 256 of the Companies Act, 1956 read with
Clause 110 of the Articles of Association of the Company, Mr. Varun
Seth, Whole time Director and Mr. Ramesh Mehra, Director are liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible have offered themselves for re-election. A brief resume of the
Directors proposed to be re-elected, is included in the Notice for the
ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 pertaining to the Directors' Responsibility Statement, your
Directors hereby confirm:
(i) that in preparation of annual accounts, applicable accounting
standards have been followed;
(ii) that the Accounting Policies selected in consultation with the
Statutory Auditors have been applied consistently, and judgments and
estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2011, and
of profit of the Company for that period;
(iii) that proper and sufficient care has been taken to the best of
knowledge and ability for 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;
(iv) that the annual accounts for the year have been prepared on a
"going concern basis".
AUDITORS AND AUDITORS' REPORT
M/s J.C.Bhalla & Co., Statutory Auditors of the Company who retire at
the ensuing Annual General Meeting are eligible for reappointment. They
have expressed their willingness to continue as the Statutory Auditors,
if re-appointed at the Annual General Meeting to hold office until the
conclusion of the next Annual General Meeting. The Company has received
from the auditors, a Certificate stating that their appointment, if
made, would be within the prescribed limit under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of Section 226 of the said Act.
The notes to accounts referred to in the Auditors' Report, are
self-explanatory and therefore do not require any further comments.
CORPORATE SOCIAL RESPONSIBILITY
Your company continues to honor the principle of triple bottom line
while recognizing, balancing and fulfilling the social, ecological and
economical needs. We strongly believe that for any economic development
to be meaningful, the benefits from the business must trickle down to
the society at large. We continue to pursue corporate goals duly
aligned with the larger societal goals for creating enduring values for
all our stakeholders and the society. During the year, the following
initiatives were taken:
Environmental Initiatives: While respecting and upholding our
responsibility towards the environment and to further create and
promote awareness amongst our workers, extensive plantation and
gardening was carried out at the plants as well as the adjoining areas.
Initiative was taken towards promoting conservation of water and the
workers were encouraged to minimize its wastage. Conscious efforts were
made towards proper treatment and handling of scrap by facilitating
reuse, recycle and safe disposal of waste, inbuilt in the packaging
process such that no scrap or by-product is disposed off in a manner
that may cause harm to the environment. All environmental norms were
duly complied with at the manufacturing locations.
Social & Health Initiatives: Painting competitions were financed for
Zila Parishad Schools situated in the village adjoining our units.
Blood Donation Camps were organized and our employees actively
participated in the campaign to promote blood donation. Food, water and
clothing were distributed to the flood affected victims in different
parts of the country. The employees stayed geared up to help the
affected families of staff having met untoward incidents and other
victims of natural calamities.
Educational & Training Initiatives: During the year, various training
programs were organized for the workers at the plant. Special training
on First Aid was imparted besides the periodical training on Fire and
General Safety given to the employees. New Entrants were provided
training before being allowed to handle machines. Amongst other
efforts, various presentations were organized at the Corporate Office
to apprise the employees of the updates and constant changes occurring
in the corporate world. Vocational plant training was also imparted to
students from Engineering and Diploma Institutes as part of their
curriculam.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement on details pertaining to Energy Conservation, Technology
absorption and Foreign Exchange Earnings and Outgo, required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in report of Board of Directors) Rules,
1988, forms part of this Directors' Report as Annexure-I
PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Particulars of Employees) Amendment Rules,
2011, none of the employees of the Company was in receipt of
remuneration exceeding Rs. 60 Lacs per annum or Rs. 5 Lac per month for
period of employment during the last financial year ended 31st March,
2011. Accordingly, no disclosure is required to be made pursuant to
Section 217 (2A) of the Companies Act, 1956 read with the amended
Companies (Particulars of Employees) Rules, 1975.
CORPORATE GOVERNANCE
Your Company continued with its unswerving commitment and conscious
attempts to maintain highest standards of corporate governance. All
major stipulations laid down under clause 49 of the Listing Agreement
relating to good corporate governance have been duly adhered to and are
reflected in all its attempts to attain business objective while
enhancing stakeholders value.
A report on such Corporate Governance practices adopted in the Company
along with the Certificate from the Statutory Auditors of the Company
certifying due compliance with the said requirements forms part of this
report.
Your Directors acknowledge with gratitude the assistance and
co-operation received from the financial institutions, Banks and
Governmental & Non-Governmental authorities and would like to thank all
members for their continued support and confidence reposed in the
management. Your Directors also wish to express deep sense of
appreciation for the dedication and unstinting efforts put in by the
entire work team at Pearl that enables the Company to remain at the
forefront at all times.
On behalf of the Board
PEARL POLYMERS LIMITED
CHAND SETH
Chairman & Managing Director
Place : New Delhi
Date : 12th August, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 39th Annual Report
alongwith Audited Annual Accounts for the year ended 31st March, 2010.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended March 31,
2010 as compared with the previous years performance is envisaged
below:
( Amount in Rs./Lacs)
PARTICULARS For the For the
Year Ended Year Ended
31st March, 31st March,
2010 2009
Gross Sales 18049.80 16656.88
Less: Excise Duty 880.39 1277.15
Net Sales 17169.41 15379.73
Other Income 138.01 122.52
Total Income 17307.42 15502.25
Total Expenditure 15484.80 13750.35
Profit/(Loss) before Depreciation,
Interest & Tax 1822.62 1751.90
Less : Interest 712.95 706.51
Depreciation 753.47 715.13
Profit / (Loss) before Tax & Prior
Period Adjustment 356.20 330.26
Exceptional Item - -
Prior Period Adjustments (.82) -
Provision for Taxes (125.57) (147.40)
Profit/ (Loss) after Tax 229.81 182.86
Appropriations:-
Proposed Dividend (incl tax) 0.08 0.02
Transfer to Capital Redemption Reserve 105.00 -
Transfer from Debenture Redemption Reserve (125.00) (100.00)
Balance carried to Balance Sheet 249.73 282.84
2. DIVIDEND
In order to strengthen the financial condition of the Company, the
Directors consider it prudent to retain the profits of the Company for
the year ended 31st March, 2010. Accordingly , the Directors have
decided not to recommend dividend on Equity shares of the Company for
the financial year ended 31st March, 2010.
However, the Company has paid dividend at the rate of 0.01% p.a on the
redeemable cumulative Preference shares of the Company in accordance
with the terms of issue of the said shares.
3. CHANGE IN THE CAPIT AL STRUCTURE
During the year under review, the Company redeemed 1,05,000 (One Lac
Five Thousand) 0.01% Redeemable Cumulative Preference Shares,
consequent to which the total issued and subscribed share capital of
the Company is Rs. 22,78,49,320/- comprising of 1,68,34,932 Equity
shares of Rs. 10/- each and 5,95,000 Preference shares of Rs. 100/-
each.
7. PUBLIC DEPOSITS
As on 31st March, 2010, a sum of Rs. 62.64 Lacs relating to 209
depositors remained unclaimed. Since then, deposits amounting to Rs.
46.05 Lacs in respect of 115 depositors have been repaid/ renewed. In
accordance with provisions of the Companies Act, 1956, the Company has
deposited the unclaimed deposits alongwith interest thereon into the
Investor Education and Protection Fund (IEPF) established under the
Act.
8. BOARD OF DIRECTORS
The composition of the Board of Directors is in accordance with the
provisions of the Companies Act, 1956, the Articles of Association of
the Company and satisfies the requirements envisaged in the Listing
Agreement entered into with the Stock Exchanges.
Pursuant to Section 255 and 256 of the Companies Act, 1956 read with
the Clause 110 of the Articles of Association of the Company, Mr.
Harish Seth, Vice Chairman & Managing Director and Dr. Sai
Ramachandran, Director are liable to retire by rotation at the ensuing
Annual General Meeting and being eligible have offered themselves for
re-appointment. A brief resume of the Directors proposed to be
reappointed, is included in the Notice for the ensuing Annual General
Meeting.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 pertaining to the Directors Responsibility Statement, your
Directors hereby confirm: (i) that in preparation of annual accounts,
applicable accounting standards have been followed;
(ii) that the Accounting Policies selected in consultation with the
Statutory Auditors have been applied consistently, and judgments and
estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2010, and
of profit of the Company for that period;
(iii) that proper and sufficient care has been taken to the best of
knowledge and ability for 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;
(iv) that the annual accounts for the year have been prepared on a
"going concern basis".
10. AUDITORS AND AUDITORS REPORT
M/s J.C.Bhalla & Co., Chartered Accountants, Statutory Auditors of the
Company hold office until conclusion of the ensuing Annual General
Meeting and are eligible for reappointment. They have expressed their
willingness to continue as the Statutory Auditors, if re-appointed at
the Annual General Meeting to hold office until the conclusion of the
next Annual General Meeting.
The Company has received from the auditors, a Certificate stating that
their appointment, if made, would be within the prescribed limit under
section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act. Further, a peer review certificate has also been
received from the Statutory Auditors in conformance with the
requirements of the amended Listing Agreement.
The notes to accounts referred to in the Auditors Report, are
self-explanatory and therefore do not require any further comments.
10. CORPORA TE SOCI AL RESPONSI BI LI TY
As a socially responsive organization, your Company is committed to
ensuring well being of the communities around it while recognizing
interest of all its shareholders, consumers, employees, and suppliers
at all times. During the year, following initiatives were taken:
Training & Safety: During the year, various training programs were
organized at the plant. Fire fighting & rescue drills were conducted
for the staff and workers at the plants. Special training on First Aid
was also imparted during the period.
Environment: The Company promotes and encourages clean and healthy
environment.
Maintaining and upholding with the thought and to create awareness
amongst the staff and workers, various trees were planted during the
year at the plants.
11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNI NGS AND OUTGO
A statement on details pertaining to Energy Conservation, Technology
absorption and Foreign Exchange Earnings and Outgo, required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in report of Board of Directors) Rules,
1988, forms part of this Directors Report as
Annexure-I.
12. PARTICULARS OF EMPLOYEES
A statement of particulars of employees required under Section 217 (2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 forms part of this report as Annexure-II.
13. CORPORATE GOVERNANCE
Your Company continues with its unwavering commitment and attempts to
maintain highest standards of corporate governance. All major
stipulations laid down under clause 49 of the Listing Agreement
relating to good corporate governance are duly adhered to and are
reflected in all its attempts to attain business objective while
enhancing stakeholders value.
A report on such Corporate Governance practices adopted in the Company
along with the Certificate from the Statutory Auditors of the Company
certifying due compliance with the said requirements forms part of this
report.
14. ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the assistance and
co-operation received from Financial institutions, Banks and
Governmental & Non- Governmental authorities and thank all members for
their continued support and confidence reposed in the management. Your
Directors also wish to express deep sense of appreciation for the
commitment and dedication shown by the entire work team at Pearl.
On behalf of the Board of Directors of
PEARL POL YMERS LIMI TED
CHAND SETH
Chairman & Managing Director
Place : New Delhi
Date : 12th August, 2010
Mar 31, 2009
The Directors have pleasure in presenting the 38th Annual Report on
the business and operations of the Company along with the Audited
Annual Accounts for the year ended 31st March 2009
1 FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended 31st March
2009 as compared with the previous years performance is summarised
below:
(Amount in Rs/Lacs)
PARTICULARS For the Year Ended For the Year Ended
31st March 2009 31st March 2008
Gross Sales 16656.88 15092.72
Less: Excise Duty 1277.15 1608.93
Net Sales 15379.73 13483.79
Other Income 122.66 337.00
Total Income 15502.39 13820.79
Total Expenditure 13748.30 12109.51
Profit/(Loss) before
Depreciation Interest & Tax 1754.09 1711.28
Less : Interest 708.70 633.50
Depreciation 715.13 659.57
Profit / (Loss) before -Tax &
Prior Period Adjustment 330.26 418.21
Exceptional Item - (121.91)
Prior Period Adjustments - (5.03)
Provision for Taxes (147.40) (190.47)
Prof it/(Loss) after Tax 182.86 100.80
Appropriations:
Proposed Dividend (incl tax) 0.02 -
Transfer to Debenture Redemption
Reserve - 185.00
transfer from Debenture Redemption
Reserve (100) (100)
Balance carried to Balance Sheet 282.84 15.80
2 DIVIDEND
In view of marginal profits and expansion of existing production
facilities your Directors have decided not to recommend dividend on the
Equity Shares of the Company for the financial year ended 31st March
2009 However the Company has paid dividend at the rate of 001% pa on
the Redeemable Cumulative Preference shares of the Company in
accordance with the terms & conditions laid down in this regard at the
time of issuance of the said preference shares
3 CHANGE IN THE CAPITAL STRUCTURE
Subsequent to the approval of members received through the Postal
Ballot process the Company had issued & allotted 700000 (Seven Lacs)
001% Redeemable Cumulative Preference
Shares of face value of Rs 100/- each to Pearl Engineering Polymers Ltd
during the year under review for raising funds to meet its long term
fund requirement and facilitating the expansion of its existing
facilities Consequent to the said allotment made on 15th January 2009
the issued share capital of the Company has increased from Rs168349320
to Rs238349320 comprising of 16834932 equity shares of Rs 10 each and
700000 preference shares of Rs 100 each and the paid-up share capital
of the Company has increased from Rs168268530 to Rs 238268530
4 EXPANSION PROGRAMME
The Directors are pleased to inform that the new unit set up at Pant
Nagar Uttaranchal has commenced with its commercial production during
July 2008 The performance delivered by the unit in its initial year of
operations is commendable The unit has contributed substantially to the
overall turnover and profitability of the Company
5 AWARDS
Your Directors are glad to inform that your Company has won the
"Plasticon Award"for the year 2009 as a "JT RUNNER-UP" under the
Innovative Plastics Product Design category for Injection Stretch Blow
Moulded Jar with Injection Moulded Cap with Anodisationproduct
6 MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Structure and Development
In the last few decades the plastic industry has grown to the status of
a leading sector in India The size of the countrys plastic industry
has doubled in the past 10 years The plastic industry is growing by
leaps and bounds in terms of quantity as well as value due to
continuous advancements and developments in polymer technology
processing machineries expertise and cost effective manufacturing The
Indian Plastic Industry has been growing at a phenomenal rate of 15%
over the years and with its potential harnessed it is all set to reach
the 125 MMT consumption mark making India the third largest consumer of
plastics by 2010 after US and China
Pearl an ISO 9001 certified Company is today one of the largest
producers of PET bottles jars and containers With its production
facilities - located at Baddi Mahad Jigani Gurgaon and Pantnagar the
Company manufactures technologically advanced packaging materials for
special applications in food products bevarages pharmaceuticals and
allied sectors Your Company has its own designing team and
state-of-the-art manufacturing facilities with the- expertise to
deliver to a wide range of packaging requirements for products in
diverse segments
(b) Opportunity and Threats
The Industry faces threats of unfair competition from the unorganized
sector manifesting itself in the form of duplicates clones and pass
offs The Industry also faces significant competition from countries
like China on account of cheap labour and significant production
capacities To add to the challenges further there has been a sharp slow
down in the global bottled water market which has had major
implications on the PET plastics industry in particular However to the
relief of thePET industry the beverage demand is forecasted to grow by
20 % in 2009 and 26 % pa in the longer term Meanwhile the alcoholic &
energy drinks sectors in the Asian region are expected to show an
annual growth rate of around 5 % and by 10 % respectively Volatility in
currency and feedstock prices is also a major threat faced by the
plastic industry
Despite the competition and influence of the external economic factors;
PET packaging has high potential in segments like pharmaceuticals
beverages confectionery liquor and personal care Because of the
unbreakable and easy to handle nature of the plastics most of the
companies manufacturing consumer goods are diverting to plastic
packaging from glass packaging Typically the demand growth rate for
plastics is 15 times that of the GDP growth rate and the per capita
consumption of plastics in India is only 6 Kg versus the world average
of 27 Kg Considering this it is clear that the Indian plastic industry
has room to grow further With the ever-increasing product range and
their diversified packaging styles and schemesand simultaneous
increased capacities at various units of the Company to meet such
requirements the Directors foresee numerous opportunities for your
Company
(c) Segment Wise Performance
The Company has a single reportable segment ie Manufacture of pet
bottles and jars in terms of AS-17 issued by the Institute of Chartered
Accountants of India
(d) Economic Scenario and Industry Outlook
Indian economy has grown at a healthy rate of over 8% for the last
three years However the growth momentum was moderated because of the
global melt down which had its impact on thevarious sectors of the
Indian industry including the plastic sector The GDP growth for the
year 2008-09 was 67% as against 91% in the previous year
However the real GDP is projected to grow by 66% in 2009-10 and the
industrial sector is also expected to improve its growth rate in the
same period The macro economic fundamentals look strong and
yourCompany can leverage it for accelerating its growthSignificant
investments have been made during the course of last year on enhancing
the overall capacity by focusing on people processes systems and the
right business metrics The market leadership coupled with product
quality and financial strengths shall provide excellent opportunities
for growth in the years to come
(e) Risks and Concern
Risks and prospects are inseparable components of the Companys
business Your Company focuses on assessing the risks managing them and
minimizing their incidence with the objective to maximize its returns
The inventories of risks affecting your Company are:
- Macro economic factors like general economic slowdown sluggish demand
conditions unforeseen political and social upheavals etc
- With competition intensifying in all segments of the industry
increasing the market share and consumer base is a continuing challenge
- Cost and availability of some key raw -materials are also an area of
concern
However with thorough market understanding strong marketing network
diverse and flexible manufacturing capabilities and technical expertise
your Company has been able to withstand the risks and concerns faced by
the Industry
(f) Internal Control Systems and their Adequacy
The Company maintains a proper and adequate system of the internal
controls commensurate with the size nature and complexity of the
organization to ensure that all assets are safeguarded and protected
against Joss from unauthorized use or disposition and to ensure that
all transactions are authorized recorded and reported correctly and
accurately Well-documented policies and guidelines have been introduced
and implemented at all levels to ensure that the resources are utilized
optimally
The internal audit function of the Company ensures compliance with
plans policies and statutory requirements at periodic intervals
examines adequacy of such controls and reports findings thereon to the
Audit Committee for review The Audit Committee reviews the adequacy and
effectiveness of the internal control system and suggests improvements
for strengthening them
(g) Discussion of Financial performance with respect to Operational
performance
During the year under review your Company achieved a turnover of
Rs1665688 Lacs as compared to Rs1509272 Lacs for the previous year
showing a growth of 1036% The Profit before tax during the year was
Rs33026 Lacs as compared to Rs41821 Lacs during the previous year
The Company is constantly trying to widen its customer base increase
market share develop new products and enter into new segments to
improve the topline and profitability for the ensuing years
(h) Human Resources/ Industrial relations
Fostering people development and harnessing their creative potential to
the maximum identifying and grooming management talent at all levels
remains a priority Your Company is privileged to have the right blend
of professionals in technical and other professional area and it
continues to take initiative for development of its human resource and
maintain healthy and harmonious relations The relations in the Company
remained cordial throughout the year As on 31st March 2009 the Company
had an employee strength of 710 employees
7 PUBLIC DEPOSITS
As on 31st March 2009 a sum of Rs 2897 lacs relating to 180 depositors
remained unclaimed Since then deposits amounting to Rs1401 lacs in
respect of 74 depositors have been repaid/ renewed In compliance with
provisions of the Companies Act 1956 the company has deposited the
unclaimed deposits alongwith interest thereon in Investor Education
Protection Fund established under the Act
8 BOARD OF DIRECTORS
The Composition of the Board of your Company is governed by the
provisions of the Companies Act 1956 Articles of Association of the
Company and satisfies the requirements envisaged in the Listing
Agreement entered into with the Stock ExchangesThe Board of your
Company comprises of 3 Executive Directors and 4 Non-Executive and
Independent Directors During the year there is no change in the
composition of the Board of your Company
In terms of Section 255 and 256 of the Companies Act 1956 and Article
110 of the Articles of Association of the Company Mr-Ramesh Mehra and
Mr Naresh Khanna are liable to retire by rotation as Directors at the
ensuing Annual General Meeting of the Company and being eligible offer
themselves for re-appointment A brief resume of Mr Ramesh Mehra and Mr
Naresh Khanna is included in the Notice of the forthcoming Annual
General Meeting -
9 AUDITORS AND AUDITORSREPORT
M/s JC Bhalla & Co Chartered Accountant the Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment They haveexpressed their
willingness to continue as the Auditors of the Company if re-appointed
at the forthcoming Annual General Meeting of the Company The Auditors
have furnished a certificate to the effect that their reappointment if
made at the Annual General Meeting will be within the limits prescribed
under Section 224(1 B) of the Companies Act 1956 and that they are not
disqualified for such reappointment within the
meaning of Section 226(3) of the said Act
The notes to accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any further comments
10 CORPORATE SOCIAL RESPONSIBILITY
Your Company firmly believes that the growth of the Company lies in the
development of the community surrounding it This philosophy has been
integrated in every action/ deed of the Company in such a way that it
has become a way of life at PEARL The Company as a whole always has
intention to make meaningful contributions to the society local
community conservation of environment and other areas As a responsible
corporate citizen the company and its employees come forward and make
contributions in times of natural calamities like war earthquake floods
etc The Company organises blood donation camps on a regular basis The
Company also ensures conservation of environment by planting saplings
and by adopting best practices for pollution control dust control noise
level control waste management and energy optimization
The Company also makes efforts in training its team and educating it by
conducting safety drives that include fire drills safety-first programs
etc in order to reduce accidents at the plant; National Safety week is
organized by the Company to sensitize its employees towards adopting
safer work practices -
11 PARTICULARS AS PER SECTION 217 OFTHE COMPANIES ACT1956
a) Particulars of Employees pursuant to Section 217(2A) of the
Companies Act 1956 read with - Companies (Particulars of Employees)
Rules 1975
Pursuant to Section 217(2A) of the Companies Act 1956 read with the
Companies (Particulars of Employees) Rules 1975 as amended till date
the names and other particulars of the employees are set out in the
annexure to the DirectorsReport as Annexure-I
b) Energy Conservation Technology Absorption and Foreign Exchange
Earnings and Outgo
Details of Energy Conservation Technology absorption Research &
Development activities undertaken by the company along with the
information in accordance with the provision of Section 217 (1)(e) of
the Companies Act 1956 read with the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules 1988 forms
part of this report as Annexure-ll
12 DELISTING OF SHARES FROM CALCUTTASTOCK EXCHANGE
In consideration of negligible trading at the Calcutta Stock Exchange
the Company videits letter dated October 8 2003 sought approval for
delisting of its Equity shares from the said stock exchange Consequent
to the receipt of approval for delisting of the said shares granted by
the exchange vide- letter dated 31st March 2009 the Equity Shares of
the Company stand delisted from the Calcutta Stock Exchange wef 31st
March/2009
The Companys shares however continue to be listed on the Bombay Stock
Exchange Ltd (BSE) and the National Stock Exchange of IndiaLtd (NSE)
13 CORPORATE GOVERNANCE
Your Company is committed to ensuring and maintaining highest standards
of Corporate Governance at all times Toward this end an effective
corporate governance system has been put in place Areport on compliance
with the Corporate Governance norms alongwith a certificate of
compliance thereof from the Statutory Auditors of the Company forms
part of the Annual Report
Further a certificate from the CEO and CFO of the Company in pursuance
of clause 49 of the Listing Agreement has been obtained and forms part
of this report
14 DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act
1956 with respect to the DirectorsResponsibility Statement your
Directors hereby confirm that:
- the applicable accounting standards have been followed in preparation
of the Annual
Accounts and proper explanations have been given relating to material
departures if any
- the accounting policies selected have been applied consistently
judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31 st
March 2009 and of the profit of the Company for the year ended on that
date
- proper and sufficient care has been taken for 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
frauds and other irregularities
- annual accounts of the Company have been prepared on a "going
concernbasis"
15 CASH FLOW STATEMENT
Cash Flow Statement for the year 2008-09 prepared in accordance with
Accounting Standards (AS-3) issued by Institute of Chartered
Accountants forms part of this Report
16 ACKNOWLEDGEMENT
Your Directors would like to acknowledge with gratitude the commitment
and dedication of entire team at Pearl Your Directors would also like
to thank all the members for the confidence reposed in the management
and express deep sense of appreciation for the continued support
extended at all times by its stakeholders including its Bankers
Business Associates Financial Institutions Government and
Non-Governmental agencies
On behalf of the Board of Directors of
PEARL POLYMERS LIMITED
CHANDSETH
Chairman & Managing Director
Place : New Delhi
Date : 28th July 2009
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