TO THE MEMBERS
Your Directors present the Thirty Second Annual Report together
with Audited Accounts for the year ended on 31st March, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS
| Particulars |
For the year ended |
For the year ended |
|
31st March, 2024 |
31st March, 2023 |
| Sales & Other Income |
|
29,728 |
|
28,871 |
| Operating profit before providing for interest & |
|
3,447 |
|
2,286 |
| Depreciation |
|
|
|
|
| Less: |
|
|
|
|
| Interest |
204 |
|
273 |
|
| Depreciation |
516 |
720 |
493 |
766 |
| Net Profit before taxation |
|
1,520 |
|
1,520 |
| Less: |
|
|
|
|
| Tax Expenses |
|
667 |
|
352 |
| Profit after tax |
|
2,060 |
|
1,168 |
| Changes in fair value of FVTOCI Equity Securities |
|
87 |
|
5 |
| Re-measurements of post employment benefits obligations |
|
9 |
|
14 |
| Net Profit |
|
2,156 |
|
1,187 |
| Basic and diluted earning per share |
|
9.83 |
|
5.58 |
| Face value per equity Share |
|
5.00 |
|
5.00 |
COMPANY'S PERFORMANCE, STATE OF AFFAIRS OF THE AND FUTURE
PROSPECTS
The Company is engaged in the business manufacturing of vinyl flooring,
review your company produced 27,133 M.T. of PVC flooring, Sheetings, previous year. The
Company achieved higher capacity utilization with the installation and utilization of new
Plant & Machinery. Gross Sales from Operations and Other Income during the year under
review was Rs. 29,728 Lakhs against Rs.28,871 Lakhs was Rs.2,060 Lakh against Rs.1,168
Lakhs during the year 2022-duringthepreviousfinancial 2023. The reasons for increase in
cash profit during the current quarter and year ended on 31st March,2024 was mainly due to
that company could arrange raw material at cheaper rate and sold the finished goods at
existing sales prices i.e. the prices of finished goods were not changed/devalued.
Secondly productionsofsomeoftheitemsoffinishedgoods which were not generated good profits
were stopped and to some extent company could arrange cheaper loan from other bank i.e.
Yes Bank Limited and hence finance cost was also reduced.
DETAILS OF DIVIDEND DECLARED
Encouraged by the performance of the company, The Board of your company
is pleased to recommend for your approval Payment of dividend @ 0.75 per equity share of
Rs.5/- each (i.e. 15%) for the year ended on 31st March,2024 subject to deduction of Tax
at Source, which if approved at the forthcoming Annual General Meeting, will be paid to
those equity shareholders whose names appear in the Register of Members as on 09th
September, 2024 in respect of shares held in physical form and in respect of shares held
in dematerialized form, the dividend shall be paid on the basis of the beneficial
ownership as per the details furnished by the Depositories for this purpose at the end of
business hours on 09th September, 2024.
RESERVES
During the year under review, the Board has transferred an amount of
Rs. 400/- Lakh to General Reserves.
DETAILS OF MONEY ACCEPTED FROM DIRECTORS
During the year under review, the company has not accepted money in the
form of Unsecured Loan from any of the Directors and/ or their relative(s).
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of
business of the Company.
SUB-DIVISION OF EQUITY SHARES FROM FACE VALUE OF RS. 5/- PER SHARE TO
FACE VALUE OF RS. 1/- PER SHARE
The Board of Directors at their meeting held on 17th May, 2024
considered and approved the proposal of restructuring the Share Capital of the Company by
sub-dividing the existing equity shares into face value of Rs. 1/- per share in place of
Rs. 5/- per share.
The new equity shares to be issued and allotted upon sub-division shall
rank pari passu with the then existing equity shares of the Company in all respects.
Pursuant to the provisions of Section 13, 14 and 61 of the Companies Act, 2013 approval of
the Members is required for sub-division of shares and consequent amendment to Clause V of
the Memorandum of Association and for altering the relevant clauses in the Articles of
Association of the Company.
Accordingly, the resolutions set out at Item Nos. 6,7 and 8 seeking
approval of the Members for the proposed sub-division of face value of the Equity Shares
and the consequent amendments to the existing Clause V of the Memorandum of Association
and definition of "Shares" as mentioned under ‘Clause 1.1 of Chapter II of
the ofArticles of Association of the Company. The Board of Directors is of the opinion
that the aforesaid sub-division of the face value of Equity Shares,is in the best interest
of the Company and hence recommends passing of the resolutions as set out in the Notice
for the Annual General Meeting of the
Company.
CHANGE IN CAPITAL AND DEBT STRUCTURE
There was no change in the capital structure of the company during the
year under review and no fresh shares or convertible securities were issued by the company
during the year under review.
CREDIT RATING
The company got its credit rating done from Credit Rating Information
Services of India Limited (CRISIL) and credit rating of the company is as under:-Long term
Rating CRISIL BBB/Positive Short Term Rating CRISIL A3+
TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)
During the FY 2023-24, unpaid/ unclaimed dividend for the FY 2015-16
aggregating to Rs.4,11,273/- and 5,66,435 numbers of equity shares of nominal value of Rs.
28,32,175/- for which dividend entitlements remained unpaid/ unclaimed for seven
consecutive years or more, were transferred by the Company to IEPF established by the
Central Government, pursuant to provisions of Section 124 of the Companies Act, 2013 read
with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated time
frame. Before effecting transfer of shares to IEPF, company has informed all such members,
whose shares were liable to be transferred to IEPF during the FY 2023-2024 through
individually addressed letters and publication of notice in newspapers. The details of
unpaid/ unclaimed dividend and corresponding shares that would be transferred to IEPF,
unpaid and unclaimed amounts lying with the Company and procedure for claiming the
dividend and shares from IEPF Authority are available on website of the Company at the
link: http://www.premierpoly.com/IEPF.htm and also on the website of Investor Education
and Protection Fund Authority i.e. www.iepf.gov.in. Shareholders may claim their unpaid/
unclaimed dividend and the corresponding shares from the IEPF Authority through online
application in prescribed form i.e.
IEPF-5 at its website www.iepf.gov.in.
During the FY 2024-2025, unpaid/ unclaimed dividend for the FY
2016-2017 aggregating to Rs. 4,16,732/- and 90,125 numbers of equity shares of nominal
value of Rs. 4,50,625/- for which dividend entitlements remained unpaid/ unclaimed for
seven consecutive years or more, would be transferred by the Company to IEPF established
by the Central Government, pursuant to provisions of Section 124 of the Companies Act,
2013 read with Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily
stipulated time frame. Before effecting transfer of shares to IEPF, company has informed
all such members, whose shares were liable to be transferred to IEPF during the FY
2024-2025 through individually addressed letters and publication of notice in newspapers.
The details of unpaid/ unclaimed dividend and corresponding shares that would be
transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for
claiming the dividend and shares from IEPF Authority are available on website of the
Company at the link: http://www.premierpoly. com/IEPF.htm and also on the website of
Investor Education and Protection Fund Authority i.e. www.iepf.gov.in. Shareholders may
claim their unpaid/ unclaimed dividend and the corresponding shares from the IEPF
Authority through online application in prescribed form i.e. IEPF-5 at its website
www.iepf.gov.in. The last date for claiming dividend declared during FY 2016-2017 which
remained unpaid/ unclaimed is November15, 2024. Members may forward their claims for
unpaid/ unclaimed final dividend to the Company's RTA before it is due to be
transferred to IEPF. Thereafter, no claim shall lie against the Company in respect of the
dividend/ shares so transferred to IEPF.
SUBSIDIARIES AND ASSOCIATES
As per provisions of the Section 129 and other applicable provisions,
if any, of the Companies Act,2013, your company has no
Subsidiaries or Associate company.
QUALITY CONTROL
Your Company continues to hold prestigious ISO 9001:2008 certification
for quality as manufacturer and exporter of PVC products namely Marbled (Contract),
Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo
Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked
Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide IS
No. 3462:1986.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Company's policy on directors' appointment and
remuneration and other matters provided in Section 178(3) of the Companies Act,2013 has
been disclosed under Nomination & Remuneration Committee in the Corporate Governance
Report which forms part of the Directors' Report.
ANNUAL RETURN
Pursuant to the provisions of 92(3) and Section 134(3) (a) of the
Companies, Act,2013 read with Rule 12 of the Companies(Management and Administration)
Rules, 2014, the draft Annual Return of the Company for the Financial Year 31st March,
2024 is uploaded on the website of the Company and can be accessed
https://www.premierpoly.com/form-MGT-7-2024.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies
Act, 2013, your Directors state:-
(I) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures ;
(II) That your Directors have selected such accounting policies and
applied them consistently and made judgment 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 or loss of the company for that period ; (III) That
your Directors have taken proper and sufficientcare for the maintenance of adequate
accounting records in accordance with the provisions of the Act for the assets of your
company and for preventing and detecting fraud and other irregularities;
(IV) That your Directors have prepared the annual accounts on a going
concern basis ;
(V) That the directors have laid down proper internal financial
controls which are followed by the company and that such internal financial controls are
adequate and were operating effectively ; and (VI) That the directors have devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT
The Auditor's Report for the Financial year 2023-2024 does not
have any details of qualifications, reservations or adverse remarks.
PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES
The information as required under Section 197 of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached given below :
(a) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial
| Non Executive Independent Director |
Ratio to median remuneration |
| Smt. Bhupinder Kaur Marwah |
- |
| Smt. Rashmee Singhania |
- |
| Shri Santosh Kumar Dabriwala |
- |
| Shri Umesh Kumar Agarwalla |
- |
| Executive Director |
Ratio to median remuneration |
| Shri Amitaabh Goenka |
|
| Shri R B Verma |
|
(b) The percentage increase in remuneration of each director, Chief
Executive Office & Company Secretary in the financial year :
| Smt Bhupinder Kaur Marwah |
- |
| Smt. Rashmee Singhania |
- |
| Shri Santosh Kumar Dabriwalla |
- |
| Shri Umesh Kumar Agarwalla |
- |
| Shri Amitaabh Goenka, Managing Director & CEO |
- |
| Shri R B Verma |
- |
| Ms. Heena Soni, Company Secretary and Compliance Officer * |
9.91% |
| Shri Paribesh Mishra, Chief Financial Officer |
6.61% |
| Smt. Dhwani Sharma, , Company Secretary and Compliance
Officer * |
- |
* Ms. Heena Soni joined as Company Secretary and Compliance Officer
with effect from 22-05-2023. ** Smt. Dhwani Sharma resigned with effect from 15-04-2023.
(c) The percentage increase in the median remuneration of employees in
the financial year: 06.75%.
(d) The number of permanent employees on the roll of company: 304
(e) The explanation on the relationship between average increase in
remuneration and company performance:
On an average, employees received an annual increase of 6.19 %. The
individual increments varied from 0.00 % to50.67% based on individual performance.
(f) Comparison of the remuneration of the key managerial personnel
against the performance of the company :
| Aggregate remuneration of Key Managerial personnel (KMP)
in financial year2023-2024 ( Rs. In Lakhs) |
182.63 |
| Revenue (Figures in Rupees in Lakhs) |
29,563 |
| Remuneration of KMPs (as % of revenue) |
0.62 |
| Profit before Tax (PBT) (Figures in Rupees in Lakhs) |
2,727 |
| Remuneration of KMPs (as % of PBT) |
6.70 |
(g) Variation in the market capitalization of the Company, price
earnings ratio as at the closing date of the currentfinancial year and previous financial
year.
| Particulars |
March 31, 2023 |
March 31, 2022 |
% Change |
| Market Capitalization (Rupees in Lakhs) |
41,006.68 |
15,429 |
(-) 165.77 |
| Price Earnings Ratio |
9.83 |
5.58 |
19.49 |
(h) Percentage increase or decease in the market quotations of the
shares of the company in comparison to the rateat which the company came out with the last
public offer :
| Particulars |
March 31, 2024 |
1995* (Right cum Public Issue) |
% Change |
| Market Price (BSE) Closing rate |
194.85 |
14.25 |
1267.40 |
| Market Price (NSE) Closing rate |
195.75 |
12.50 |
1466.00 |
* In the year 2003 the face value of equity share was reduced from
Rs.10/- per equity share to Rs.2.50 per equity share in compliance with the Orders of the
Hon'ble BIFR. Further pursuant to a resolution passed by the Shareholders of the
company in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per
equity shares to Rs.5/- per equity share and one equity share was issued against the
holding of two equity shares held by a shareholders. Price per share at BSE was Rs.28.50
for paid up face of Rs.10/- each and at NSE was Rs.25/-in the year 1995. These rates were
taken at half the price due to change in face value.
(i) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in
managerial remuneration :
The average annual increase was 06.19%. However, during the year, the
total average increase in managerial and key personnel 1.65.%. which is considered to
bevery reasonable.
(j) Comparison of remuneration of each key managerial personnel against
the performance of the company :
| Particulars |
Shri Amitaabh Goenka,
Managing Director & CEO |
Shri R B Verma, Executive
Director |
Shri Paribesh Mishra,
Chief Financial Officer |
Ms Heena Soni Company
Secretary & Compliance Officer ** |
| Remuneration in FY 2023- 2024 (Rs. In Lakhs) |
139.85 |
16.25 |
22.84 |
3.69 |
| Revenue (Rs. In Lakhs) |
29,728 |
29,728 |
29,728 |
29,728 |
| Remuneration as % of revenue |
0.47 |
0.05 |
0.08 |
0.012 |
| Profit before tax (Rs. In Lakh) |
2,727 |
2,727 |
2,727 |
2,727 |
| Remuneration (as % of PBT) |
5.1 |
0.60 |
0.84 |
0.14 |
(k) Key parameters for any variable component of remuneration availed
by the directors :
There is no variable component involved in the remuneration of
Directors. The Directors are being paid remuneration as approved by the shareholders of
the company.
(l) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in excess of the highest
paid director during the year: None
(m) Affirmation that the remuneration is as par the remuneration policy
of the company :
The company affirms remuneration is as per the remuneration policy of
the company.
(n) The Statement containing particulars of employees as required
under Section 197(12) of the Companies Act,2013 readwith Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,2014 is not applicable as
none of the employees of the company is covered under the provisions of the act and rules
made thereunder. * Smt Dhwani Sharma resigned with effect from 15-04-2023 * * Ms Heena
Soni joined with effect from 22-05-2023
RESEARCH & DEVELOPMENT CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars regarding conservation of energy, technology absorption and
foreign exchange earn-ings and outgo, as prescribed under Section 134(3) (m) of the
Companies Act, 2013, are annexed as Annexure "I".
AUDITORS REPORT AND AUDITORS AUDIT REPORTS
The Auditors' Report for fiscal Year 2024 does not contain any
qualification, reservation or adverse remark. The Auditors' Report is enclosed with
the financial statements in this Annual Report.
The Secretarial Auditors' Report for fiscal Year 2024 does not
contain any qualification, reservation or adverse remark.
• The Secretarial Auditors' Report is enclosed as Annexure
II to the Board's report in this Annual Report.
As required by the Listing Regulations, the auditors' certificate Annexure
"VII" toon the Board's report and report does not contain any
qualification, reservation or adverse remark
AUDITORS Statutory Auditor
The Auditors M/s M A R S & Associates, Chartered Accountants,
Auditors of the company were re- appointed as Statutory Auditors of the Company by the
shareholders at the 30th Annual General Meeting held on 26-09-2022 to hold office of
Statutory Auditors of the Company upto the conclusion of the 35th Annual General Meeting
of the Company to be held in the year 2027 i.e. for a term of five (5) years. .
Secretarial Auditor
As required under Section 204 of the Companies Act, 2013 (as amended or
re-enacted from time to time) read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions,if any,
of the Companies Act 2013, M/s Sumit Bajaj & Associates, were appointed as Secretarial
Auditor of the company to conduct the secretarial audit of the company for the financial
year 2023-2024 by the Board of Directors of the Company in their Meeting held on
22-05-2023 on the recommendation of Audit Committee. In the current Financial years the
Board of Directors in their Meeting held on 17th May, 2024 have again appointed
M/s Sumit Bajaj & Associates, as Secretarial Auditor of the company to conduct the
secretarial audit of the company for the financial year 2024-2025 on the recommendation
ofAudit Committee.
Internal Auditor
The Company has in place adequate Internal financial control with
reference to financial statements. During the year, such control were tested and no
reportable material weakness in the design or operations were observed. The Internal
Auditor, M/s D D Bansal Associates, Chartered Accountants, directly report to the Audit
Committee. M/s D D Bansal Associates, Chartered Accountants, was appointed as Internal
Auditor of the company for the financial year 2024-2025 by the Board of Directors of the
Company in their Meeting held on 17-05-2024 on the recommendation of Audit Committee.
Cost Accountant
As per the requirements of the Central Government and pursuant to
Section 148 of the Companies Act,2013 read with the Companies (Cost Records & Audit)
Rules,2014 as amended from time to time your Company is maintaining cost accounting
records and get them audited for products(s)/ Service covered under the Cost Records
Rules, 2014 for the year ending 31st March 2021 pursuant to section 148(1) of the
Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with
the
Companies (Audit & Auditor) Rules, 2014.
On the recommendation of the Audit Committee, The Board of Directors in
their Meeting held on 17-05-2024, have appointed M/s Cheena & Associates, Cost
Accountants to maintain cost accounting records and certify them for Product(s)/ Services
Covered under Cost Records Rules 2014 for the year ending 31st March 2025 at a
remuneration of Rs. 50,000/- (Rupee Fifty Thousand Only) plus GST and out of pocket
expenses. A resolution for the appointment of Cost Auditor forms part of the Notice
convening the
Annual General Meeting.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
at arm's length basis. During the year, the Company has not entered into any fresh
contract / arrangement / transaction with related parties which could be considered
material in accordance with the policy of the Company or materiality of related party
transactions. None of the transactions with related parties falls under the scope of
Section 188(1) of the Companies Act,2013.Your Directors draw attention of the members to
Note 33 to the financial statement which sets out related party disclosures. Information
on transactions with related parties pursuant to clause (h) of sub-section (3) of Section
134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure
" III" in Form No. AOC-2 and form integral part of the Directors'
Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Smt. Dhwani Sharma was appointed as Company Secretary and Compliance
Office of the Company with effect from 13/07/2022 by the Board on the recommendations of
Audit Committee but she resigned from the post of Company Secretary and Compliance Officer
and was relieved with effect from 15-04-2023 and Ms. Heena Soni was appointed as Company
Secretary and Compliance Office of the Company with effect from 22/05/2023 by the Board on
the recommendations of Audit Committee.
Details of re-appointed of whole time Director of the company are as
under:-Shri Ram Babu Verma
Shri Ram Babu Verma is the Executive Director of the Company since 27th
June, 2020 and his last reappointment as Executive Director was approved by the
Shareholders in the Thirty First Annual General Meeting of the company held on 18th
September,2023 for a period of Twelve (12) months under Schedule V of the Companies
Act,2013 with effect from 27th December,2023 till 26th December, 2024 at a remuneration of
Rs.90,500/- (Rupees Ninety Thousand Five Hundred only) per month as basic salary plus
perquisites admissible under Schedule V to the Companies Act, 2013. The present term of
Shri Ram Babu Verma expires on 26/12/2024 and the next Annual General Meeting of the
company would be held on or before 30th September,2025 i.e. in any case after the expiry
of his present tenure on 26/12/2024. It is, therefore, proposed to re-appoint Shri Ram
Babu Verma as Executive Director of the Company in the ensuing Annual General Meeting for
a further period of twelve (12) months with effect from 27/12/2024 under Schedule V to the
Companies Act,2013 at the existing basic salary of Rs. 90,500/- (Rupees Ninety Thousand
Five Hundred Only) per month plus perquisites as given in the Notice of Thirty Second
Annual General Meeting.
Shri Ram Babu Verma was appointed pursuant to Sections196,197, 203 and
any other applicable provisions of the Companies Act, 2013 and the rules made thereunder
(including any statutory modification(s) or re-enactment thereof for the time being in
force), read with Schedule V to the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014(includinganystatutorymodificationor
re-enactment thereof for the time being in force) and subject to such other approvals,
permissions and sanctions and as per provisions of Article of Association of the Company
and subject to the limits specified in Schedule V to the Companies Act,2013.
As per provisions of the Companies Act,2013 any appointment of whole
time Director including Executive Directors requires approval of the Shareholders in their
General Meeting. Further in case of inadequate profit or no profit Executive Director can
be appointed under Schedule V of the Companies Act, 2013 upto a period not exceeding
thirty six months without obtaining the consent of the Central Government provided that
such approval is accorded by the shareholders by a Special Resolution moved in the Notice
for Annual General Meeting. It is, therefore, proposed to pass the Special Resolution
approving reappointment of Shri Ram Babu Verma as Executive Director for a term of Twelve
(12) months on the Terms and Conditions as specified in the Notice of the Thirty Second
Annual General Meeting under Schedule V of the Companies Act,2013.The Board of Directors
of the company have approved appointment of Shri Ram Babu Verma as Executive Director for
Twelve (12) months i.e. upto 26/12/2025 in their Meeting held on 17/05/2024 on the
recommendation of the Nomination and Remuneration Committee subject to approval by the
Members of the company and subject to such other approvals, permissions and sanctions, as
may be necessary.
Shri Ram Babu Verma is not a Director in any other company. However, he
is member in Share Transfer Committee, Audit Committee, Stakeholders Relationship
Committee and Corporate Social Responsibility Committee of the company. Shri Ram Babu
Verma does not holds any equity share of the Company.
Shri Ram Babu Verma is 61 years of age and holds a Bachelor Degree in
Science, M.A. in Economics and also MSW (HR & IR). He has experience of around 35
years as an Executive and hence the salary and perquisites proposed to provide to him are
considered reasonable. Further the remuneration and perks given in the Notice convening
the Thirty Second Annual General Meeting are within the prescribed limits of Schedule V of
the Companies Act, 2013.
Shri Ram Babu Verma has given his declaration and has confirmed that he
has not been convicted of any offence in connection with the promotion, formation and/or
management of any company or LLP and has not been found guilty of any fraud or misfeasance
or of any breach of duty to any company under this Act or any previous company law in the
last five years and that his total directorship in all companies shall not exceed the
prescribed number of companies in which a person can be appointed as a director. The Board
of Directors affirms that Shri Ram Babu Verma is not debarred from holding of the office
the Director by virtue of any SEBI order and/or any other such authority. In the opinion
of the Board Shri Ram Babu Verma is a person of integrity and possesses relevant
expertise, competence and experience to hold office of the Director of the Company and his
appointment as a Director and an Executive Directors of the company would be beneficial to
the Company.
No Directors, Key Managerial Personnel and/or their relatives are in
any way concerned or interested in this resolution of the Notice except Shri Ram Babu
Verma himself.
Shri Amitaabh Goenka
Shri Amitaabh Goenka has been continuing Whole Time Director of the
Company since 01st November, 2010 and was earlier designated as Executive
Director. However, he was appointed as Managing Director and Chief Executive Officer
company with effect from 13-07-2022 upon resignation of Shri Amar Nath Goenka, the former
Managing Director and CEO of the Company. The Board of the Company appointed Shri Amitaabh
Goenka as Man-aging Director and Chief Executive Officer (CEO) of the company with effect
from 13-07-2022 on the recommendation of the Nomination and Remuneration Committee of the
company. Subsequently, the Shareholders of the company in the thirtieth Annual
GeneralMeeting held on 26th September,2022 approved the appointment of Shri
Amitaabh Goenka as Managing Direc-tor andChiefExecutiveOfficer(CEO) of the company for
thirty six months with effect from 13-07-2022. at a basic salary of Rs. 7,79,000/- (Rupees
Seven Lakh Seventy Nine Thousand Seven Hundred Ninety Nine only) per month plus
perquisites admissible under Schedule V to the Companies Act,2013. The present term of
Shri Amitaabh Goenka expires on 12/07/2025 and the next Annual General Meeting of the
company may not be held by 12th July,2025 i.e. before his expiry of his term on
12-07-2025. It is, therefore, proposed to reappoint Shri Amitaabh Goenka as Managing
Director and Chief Executive Officer (CEO) of the company in the Thirty Second Annual
General Meeting for a further period of Thirty Six (36) months with effect from 13/07/2025
under Schedule V to the Companies Act,2013 at the existing salary & perquisites, as
given in the Notice of Thirty Second Annual General Meeting. However, his salary is
subject to such increment in the basic salary as may be recommended by the Nomination and
Remuneration Committee of the company from time to time.
As per provisions of the Companies Act, 2013 any appointment or
reappointment of Whole Time Director including Managing Directors and CEO requires
approval of the Shareholders in their General Meeting. Further, in case of inadequate
profit or no profit Managing Director and CEO can be paid salary and perquisites under
Schedule V of the Companies Act, 2013 upto a period not exceeding thirty six months
without obtaining the consent of the Central Government provided that such approval is
accorded by the shareholders by a Special Resolution moved in the Notice for Annual
General Meeting. It is, therefore, proposed to pass the item by way of a Special
Resolution approving re-appointment of Shri Amitaabh Goenka as Managing Director and CEO
of the Company for a term of Thirty Six (36) months on the Terms and Conditions as
specified in the Notice of the Thirty Second Annual General Meeting under Schedule V of
the Companies Act, 2013. The Board of Directors of the company have approved appointment
of Shri Amitaabh Goenka as Managing Director and CEO of the Company for Thirty Six (36)
months i.e. upto 12/07/2028 in their Meeting held on 17/05/2024 on the recommendation of
the Nomination and Remuneration Committee subject to approval by the Members in the 32nd
Annual General Meeting of the company and subject to such other approvals, permissions and
sanctions, as may be necessary.
Shri Amitaabh Goenka is also Director in Joemillar Aquatek India
Private Limited and Partner in G B & Company. He is member in Assets Purchase
Committee, Corporate Social Responsibility Committee and Share Transfer Committee w.e.f.
13th July, 2022 of the Company. Shri Amitaabh Goenka holds 24,13,699 (11.52%) Equity
Shares of the Company.
As required by Regulation 36(3) of the Securities and Exchange Board of
India (Listing Obliga-tions and Disclosure Requirements) Regulations,2015, the particulars
of Shri Amitaabh Goenka who is proposed to be appointment are given in Annexure
"V" of this
Notice.
Shri Amitaabh Goenka is of around 52 years old and he is an Indian
National. He holds a De-gree in Commerce and has more than 31 years of experience in the
field of trade and industry and hence, the salary and perquisites proposed to be provided
to him are considered reasonable.
Further, the remuneration and perquisites provided in the Notice
convening the Thirty Second Annual General Meeting are within the prescribed limits of
Schedule V of the Companies Act, 2013.
In terms of the good Corporate Governance guidelines of the Company,
the Board of Directors of the Company at their meeting held on 17th May, 2024 recommended
the proposal for the appointment at revised/enhanced payment of remuneration and
perquisites to Shri Amitaabh Goenka, Managing Director and CEO of the Company.
Shri Amitaabh Goenka has given his declaration and has confirmed the
promotion, formation and/or management of any company or LLP and has not been found guilty
of any fraud or misfeasance or of any breach of duty to any company under this Act or any
previous company law in the last five years and that his total directorship in all
companies shall not exceed the prescribed number of companies in which a person can be
appointed as a director.
The Board of Directors affirms that Shri Amitaabh Goenka is not barred
from holding the office of the Director by virtue of any SEBI order and/or any other such
authority. In the opinion of the Board, Shri Amitaabh Goenka is a person of integrity and
possesses relevant expertise, competence and experience to hold office of the Director of
the Company and his appointment as Managing
Directors and CEO of the company would be beneficial to the Company.
The Board of Directors recommends the adoption of the resolution
reappointing Shri Amitaabh Goenka as Managing Director and CEO of the Company as a Special
Resolution.
No Directors, Key Managerial Personnel and their relatives are in any
way concerned or interest-ed in the resolution of the Notice except Shri Amitaabh Goenka
himself.
DECLARATION BY THE INDEPENDENT DIRECTORS
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.
STOCK EXCHANGES
The equity shares of your company are listed at BSE Limited and
National Stock Exchange of India Limited. The equity shares of the company are traded at
these Stock Exchanges. The shares were not suspended from trading by any of the stock
exchanges where shares are listed during the period under review.
| Name and address of stock exchange |
Code No |
| National Stock Exchange of India Limited, |
PREMIERPOL |
| Exchange Plaza", 5 Floor, Plot No. |
|
| C/1, ‘G' Block, Bandra Kulra Complex,Bandra East,
Mumbai – 400051. |
|
| BSE Limited, |
514354 |
| PhirozeJeejeebhoyToweres, DalalStreet,Mumbai- 400001 |
|
ADDITIONS OF OTHER SOURCES OF POWER/ENERGY
Seeing the Government inclination towards pollution free environment
and as per various notifications of Government in this regard,your Company plans to fully
switch other sustainable and renewable sources of power/energy such as Solar and PNG
energy inaddition to available current source of power energy available with the company
during the current financial year.
STATEMENT OF DEVIATION OR VARIATION
The company did not issue any shares under Public/Rights and/or
preferential Issue during the period under review.
CORPORATE GOVERNANCE
A separate Report on Corporate Governance along with the General
Shareholders Information, as prescribed under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,2015 along with a
certificate the Auditors of the Company regarding compliance of the conditions of the
Corporate Governance is given in Annexure "VI" and Annexure
"VII" respectively and form part of Directors' Report to the Members.
SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE
Your Company's commitment towards Safety, Occupational Health and
Environment is being continuously enhanced. The Company encourages involvement of all its
employees in activities related to safety, including promotion of safety standards. This
is also to ensure sustainable business growth. The Company has a well-established
Safety,Occupational Health and Environmental Policywhich inter alia ensures safety of
public, employees, plant and equipment by ensuring compliance with all statutory rules and
regulations on regular basis.
SUSTAINABILITY INITIATIVE
As required under Regulation 34(2)(f) of the Listing Regulations
submission of the Business Responsibility Report is not applicable on your company.
EMPLOYEES' STOCK OPTION SCHEME
At present your company does not have any Scheme regarding
Employees' Stock Option Scheme pursuant to SEBI (Share Based
Employee Benefits) Regulations, 2014.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical behavior. The company
has a vigil mechanism and whistle blower policy under which the employees are free to
report violations of applicable laws and regulations and the code of conduct. The
reportable matters are disclosed to the Chairman of Audit
Committee.
During the year under review, no employee was denied access to the
Audit Committee.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has constituted Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013
to hear and redress the complaints, if any received from women employees. (a) number of
complaints filed during the financial year - Nil (b) number of complaints disposed of
during the financial year - Nil (c) number of complaints pending as on end of the year -
Nil
RISK MANAGEMENT
The company has developed and implemented a Risk Management Policy to
identify and mitigate key risks that may threaten the existence of the company.
INSURANCE
The Company has taken the required insurance coverage for its assets
against the possible risks like fire, flood, burglary etc.
RECOMMENDATION BY AUDIT COMMITTEE
There were no such instances where the recommendation of Audit
Committee has not been accepted by the Board during thefinancial year under review.
CEO & CFO CERTIFICATE ON CODE OF CONDUCT
The Board has laid down a specific code of Conduct for all Board
Members and Members and Senior Management Personnel have affirmed compliance with the Code
on annual basis. In this regard certificate from CEO and CFO as required under Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been
received by the Board and the same is attached herewith as per Annexure
"VIII".
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
A Nomination and Remuneration Committee has been constituted under
section 178 of the Companies Act, 2013 for formalization the criteria for determining
qualifications, positive attributes and independence of a Directors and recommend policy
relating to the remuneration for the Directors, Key Managerial Personnel and other
employees. Further, the Directors of the Company are being paid remuneration as approved
by the Shareholders and Board as per the provisions of the Act and rules made thereunder.
DETAILS OF INDEPENDENT DIRECTORS RETIRED FROM THE DIRECTORSHIP OF THE
COMPANY
During the year under review no Independent Director retired from the
Directorship of the company.
TOTAL FEES PAID TO THE STATUTORY AUDITOR FOR ALL THE SERVICES DURING
THE YEAR 2023-2024
The Company has paid a sum of Rs 1,32,400. /- (Rupees One Lac
thirty-two thousand & four hundred only) towards all the services rendered by
Statutory Auditor during the financial year 2023-2024.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Board has adopted the procedures for ensuring orderly and efficient
conduct of its business including adherence to the company's policy, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of accounting record, and timely preparation of financial disclosures. The
Internal Auditors, M/s D D Bansal Associates, Chartered Accountants, directly reports to
the Audit Committee of the Company
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There were no material changes and commitments affecting the financial
position of the company between the end of financial yearto which these financial
statements relate and as on the date of this Report except steep fluctuations material as
discussed elsewhere in this report.
FORMAL ANNUAL EVALUATION
The Board of Directors had carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the provisions of SEBI
Listing Obligations and Disclosure Requirements. The performance of the Board was
evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as Board composition, structure, Board processes and their effectiveness,
information given to the Board etc. The performance of the committees was evaluated by the
Board after seeking inputs from the committee members on the basis of criteria such as
Committee composition, structure, effectiveness of
Committee Meetings etc.
In a separate Meeting of Independent Directors, performance of
Non-Independent Directors, Board as Whole and Chairman of the company was evaluated
considering the views of Executive and Non-Executive Directors.
The Board and the Nomination and Remuneration Committee (NRC) reviewed
the performance of the individual directors on the basis of criteria such as contribution
at meetings, their preparedness on the issues to be discussed etc. Additionally, the
Chairperson was also evaluated on key aspects of his role.
DETAILS OF FRAUD
No fraud has been reported/detected for the period under review.
MANAGEMENT DISCUSSIONS AND ANALYSIS
A separate annexure on Management Discussions and Analysis Report is
attached as Annexure "IX" forming part of the Director's Report.
DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY
A report on CSR is attached as Annexure ‘X' to the
Director's Report.
INDUSTRIAL RELATIONS :
The industrial relations remained cordial during the year under review.
PUBLIC DEPOSITS
The Company has not invited or accepted deposits from the public
covered under Section 73 of the Companies Act, 2013.
COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as
recommended by the Institute of Company Secretaries of India. The Report of Secretarial
Auditors of the company on Secretarial standards maintained by the company is attached as Annexure
"II" for the financial year 2023-2024.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted Companies to send copies of
Annual Report, Notice etc. electronically to the email Ids of shareholders. Your Company
has arranged to send the soft copies of these documents to the registered email IDs of the
shareholders, wherever applicable, In case, any shareholder would like to receive physical
copies of these documents the same shall be forwarded upon receipt of written request.
SIGNIFICANT AND MATERIAL ORDERS OF REGULATION,COURTS OR TRIBUNALS
Court of Regulation or Courts or Tribunals during the year under review
Nosignificant impacting the going concern status of your Company and its future
operations.
CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS
Sumit Bajaj & Associates, Company Secretaries in Practice, has
issued a certificate confirming that none of the directors on the Board of the Company has
been debarred or disqualified from being appointed or continuing as director of companies
by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The
certificate en-closed with this section as Annexure "XI".
ACKNOWLEDGMENT
The Directors wish to place on record their sincere appreciation for
the whole-hearted Co-operation received by the Company from Central and State Governments,
Kotak Mahindra Bank Limited, Yes Bank Limited and other Government Agencies and look
forward to their continuing support. The Directors also record their appreciation for the
sincere efforts put in by the employees of the Company at all levels.
| Place : New Delhi |
| Date : 02/08/2024 |
| Regd. Office: |
| 305, III Floor,'Elite House', 36, |
| Community Centre, Kailash Colony |
| Extension, (Zamroodpur), |
| New Delhi-110048 |
| CIN : L25209DL1992PLC049590 |
|