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
For the year ended
31st March, 2024
31st March, 2023
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
(b) The percentage increase in remuneration of each director, Chief Executive Office & Company Secretary in the financial year :
* 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 :
(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.
(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 :
* 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 :
(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
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.
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.