To
The Members,
PIONEER EMBROIDERIES LIMITED
Your Directors present the Thirty First Annual Report of your Company
on the business and operations for the year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
|
For the year ended 31st
March, 2023 |
For the year ended 31st
March, 2022 |
| Turnover – Domestic |
24,496.30 |
25,397.73 |
| – Export including Incentive |
5,167.96 |
3,819.32 |
| Other Income |
311.78 |
172.85 |
| Total |
29,976.04 |
29,389.90 |
| Profit before Financial Charges, Depreciation, Exceptional
Items |
1,531.17 |
2,653.24 |
| & Tax |
|
|
| Financial Charges |
364.14 |
320.44 |
| Profit before Depreciation, Exceptional Items and Tax |
1,167.03 |
2,332.80 |
| Depreciation |
846.11 |
808.09 |
| Profit before Exceptional Items & Tax |
320.92 |
1,524.71 |
| Exceptional Items – Income (Net) |
912.19 |
-- |
| Profit/(Loss) before Tax |
1,233.11 |
1,524.71 |
| Tax Expenses |
362.57 |
419.61 |
| Net Profit |
870.54 |
1,105.09 |
| Per share data |
|
|
| Basic Earnings per Share ( Rs.) |
3.27 |
4.16 |
| Diluted Earnings per Share ( Rs.) |
3.27 |
4.11 |
| Book Value per Share ( Rs.) |
50.30 |
47.28 |
YEAR IN RETROSPECT
Profit before Finance Costs, Depreciation, Tax and Exceptional Items
for the year stood at Rs.1,531 lakhs (previous year Rs.2,653 lakhs), a decrease of about
42%. The Company generated an operational cash profit of Rs.1,167 lakhs during the year
under review (previous year Rs.2,333 lakhs), recording a decline of about 50%. Cash profit
including Exceptional Items stood 11% lower at Rs.2,079 lakhs (previous year Rs.2,333
lakhs). The Net Profit Items and Tax for the year is Rs.871 lakhs (previous year Rs.1,105
lakhs), a decline of 21%.
The decline in profitability was a result of a drop in operating profit
margins of the Company during the year. The drop in margins was primarily due to macro
factors such as increased crude oil prices, inadequate demand in certain overseas markets,
and shifting consumption pattern. Margin erosion was also significantly attributable to
cheaper Chinese imports, which affected entire polyester yarn segment.
Turnover of the Company for the year under review stood at Rs.29,664
lakhs as against Rs.29,217 lakhs in the previous year, an increase of about 1.5%,
primarily on account increase in turnover in ELD segment as compared to of previous year.
The Companys business segment of Specialized Polyester Filament Yarn (SPFY),
reported a full-year revenue of Rs.24,905 lakhs, almost unchanged from the previous year
figure of Rs.25,096 lakhs.
Overall exports of the Company increased 35% during the year under
review, to Rs.5,168 lakh (previous year Rs.3,819 lakh).
Overall domestic business was Rs.24,496 lakh (previous year Rs.25,398
lakhs), down about 4%. SPFY reported domestic revenues of Rs.20,856 lakhs (previous year
Rs.22,034 lakhs), a decline of 5%, while EL reported 8% higher domestic revenues of
Rs.3,641 lakh (previous year Rs.3,364 lakh). A detailed review of the performance during
the year is given under the section - Management Discussion and Analysis Report as
stipulated under Regulation 34 read with part B of Schedule V of Listing Regulations
entered into with the Stock Exchanges is set out in a separate section and forms part of
the Directors Report.
TRANSFER TO RESERVES
The Board does not propose to carry any amounts to reserves.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of Business of the Company.
INDUSTRY OVERVIEW
Global Textile & Apparel Industry: project at Degaon, Dhule,
Since June 2022, industry has been facing declining infla potential
recession.demandduetoglobal Global apparel market contracted to US$ 1.3 trillion in 2020,
but reached US$ 1.7 trillion in 2022, projected to grow to US$ 2.3 trillion by 2030 (CAGR
of 4% from 2022). Global textile and apparel trade valued at US$ 871 billion in 2021,
projected to reach US$ 1.2 trillion by 2030 (CAGR of 4%).
Indian Textile & Apparel Industry:
Estimated market value of US$ 165 billion in 2022-23, domestic market
accounts for 76% (US$ 110 billion) and exports for 24% (US$ 43 billion). Apparel segment
holds 74% of domestic market, followed by technical textiles with 20% share.
Indias Domestic Textile & Apparel Market:
Impressive growth from US$ 50 billion in 2010-11 to US$ 110 billion in
2021-22 (CAGR of 7%). Expected CAGR of 10% from 2021-22 to 2030-31, targeting US$ 250
billion by 2030-31.
Indias Textile & Apparel Exports:
Steady growth with CAGR of 4% since 2010-11, reached US$ 43 billion in
2021-22. Anticipated to surge at CAGR of 10% from 2021-22, aiming to reach US$ 100 billion
by 2030-31. Apparel segment contributes 37% to total T&A exports in 2021-22.
Indias Textile & Apparel Imports:
Experienced CAGR of 7% since 2010-11, reached US$ 8.3 billion in
2021-22. Expected CAGR of 8% from 2021-22, aiming to surpass US$ 16 billion by 2030-31.
India is a major exporter of natural spun yarn, cotton-based products, and MMF spun yarn
andfilament yarn.
CAPITAL EXPANSION
Your Company had undertaken two planned CAPEX:
Under SPFY spinning capacity increased from 18,000 MTA to 26,000 MTA,
this has gone on stream beginning June 2023. Value added new capacities in POY (Partially
Oriented Yarn) and DTY (Draw Textured Yarn) will start getting operational by end of
September 2023.
Modernisation of Embroidery with state-of-the-art Maharashtra, green
field commenced commercial production from August 23. The total cost of these two projects
is around Rs. 110 crores, funded through internal accrual and sale of assets amounting to
Rs. 35 crores and balance through external borrowings. On an annualised basis incremental
revenue of about Rs. 150 crores will be achievable post peak capacity utilisation. Both
the projects will start achieving peak capacity utilisation by Q3FY23-24.
BANK BORROWINGS
The total secured borrowings as on year-end FY23 stand at about
Rs.9,136 lakhs ( Rs.2,623 lakhs), including working capital of Rs.2,249 lakhs (previous
year of Rs.1,416 lakhs).
DEMERGER
The draft Scheme of Arrangement involving demerger of Embroidery &
Bobbin Lace (ELD), or the “ELD Business” Undertaking, from Pioneer
Embroideries Limited (“Demerged Company”) into Pioneer Realty Limited
(“Resulting Company”) under sections 230 to 232 read with section 66 of the
Companies Act, 2013 and other applicable provisions of Companies Act, Rules and
Regulations thereunder, is filed for approval under Regulation 37 of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015 (“Listing
Regulations”) read with SEBI Master Circular No.
SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd November, 2021 (read with
SEBI Circular No. SEBI/ HO/CFD/SSEP/CIR/P/2022/003 dated January 03, 2022)
(“Circular”), with the BSE Limited(BSE), the National Stock Exchange of India
Limited(NSE) and Securities and Exchange Board of India Limited(SEBI), for in-principal
approval of SEBI in line with the Circular. The scheme is approved by both the exchanges
in April, 2023. The file is pending for SEBIs approval and once the approval and
Calcutta Stock Exchange (on which PEL has already applied for delisting) still and once
the approval is received, the application for approval of the scheme shall be filed with
the National Company Law Tribunal (NCLT) Mumbai.
LISTING
The Equity Shares of the Company are listed with the BSE & NSE.
The shares of the Company were earlier listed with Calcutta Stock
Exchange and Delhi Stock Exchange also. However, the Company had submitted application for
delisting of its shares from these Stock Exchanges in the year 2007 as approved by the
shareholders in the Annual General Meeting held on 29th December, 2006.
DIVIDEND
Your Directors have not recommended any dividend on equity shares for
the financial year 2023-24, in view of priotizing the funds for business expansion.
SHARE CAPITAL
During the year, 3,84,500 Equity Shares Rs.10/- each at Rs.13.90/- were
allotted on 25th May, 2023, under ESOS Scheme. The Company to raise funds for
capital expenditure and working capital requirements, has issued upto 38,40,000 Share
Warrants to Mr. Raj Kumar Sekhani and M/s. Tano Investment Opportunities Fund i.e. to the
person belonging to Promoters and Non Promoters, Group respectively by way of preferential
issue of share warrants through, private placement at its Board meeting held on 18th
August, 2023, subject to the approval of the members at Extra Ordinary General Meeting to
be held on 12th September, 2023.
SUBSIDIARY COMPANIES
The revenue of Hakoba Lifestyle Limited in current year stood at
Rs.0.09 lakh ( Rs.1.87 lakhs). Profit after tax and exceptional item stood at Rs.0.89 lakh
as compared to net loss of Rs.1.46 lakhs in previous year.
The revenue of Crystal Lace (India) Limited in current year stood at
Rs.0.67 lakhs ( Rs.6.34 lakhs). The Company has incurred a net loss of Rs.41.62 lakhs as
compared to net loss of Rs.4.27 lakh in previous year.
Pioneer Realty Limited had no activity during the year.
The statement of subsidiaries in Form AOC-1 (pursuant to first proviso
to sub section (3) of section 129 of the Companies Act, 2013) is provided as Annexure -
A to the Consolidated Financial Statement and hence not repeated here for the sake of
brevity.
CONSOLIDATED ACCOUNTS
The Consolidated Financial Statements of the Company are prepared in
compliance with applicable provisions of the Companies Act, 2013, and “Ind AS”
issued by the Institute of Chartered Accountants of India as well as Listing Regulations
as prescribed by the Securities and Exchange Board of India (SEBI) and form a part of the
Annual Report.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, a Report on Corporate
Governance with Auditors Certificate confirming compliance, attached and forms an integral
part of this Report.
Further, a declaration affirming compliance with the code of conduct by
all the Board members and senior management personnel along with certificate under
Regulation 17(8) of the SEBI Listing Regulations is also given in this Annual Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules,
2014 are made available on the Companys website (www.pelhakoba. com).
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Raj Kumar Sekhani (DIN: 00102843), who retires
by rotation at the ensuing Annual General Meeting and being eligible, offers himself for
reappointment. Accordingly, his re-appointment forms part of the notice of the ensuing
Annual General Meeting. The Nomination and Remuneration committee and Board of Directors
have approved payment of remuneration not exceeding 7,00,000/- (Rupees Seven Lacs only)
per month to Mr. Raj Kumar Sekhani as Chairman, with effect from 29 th August, 2023 till
balance period i.e. 28th August, 2025, duly acknowledging his dedicated
leadership. Such remuneration is unchanged since his re-appointment on 29th
August, 2020.
Approval for payment of such remuneration, under Schedule V of the
Companies Act, is being sought in the forthcoming Annual General Meeting of the Company.
The Board at their meetings held on 28th August, 2023 had approved the
appointment of Mr. Mahesh Kumar Gupta (DIN:01821446) and Mr. Varun Kathuria (DIN:00027987)
as an Independent Directors of the Company respectively with effect from 28th
August, 2023 for a period of 5 years. The regularization of the said Directors shall be at
the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company pursuant
to Section 203 of the Companies Act, 2013:
| Sr. No. Name |
Designation |
| 1. Mr. Harsh Vardhan Bassi |
Managing Director |
| 2. Mrs. Ami Thakkar |
Company Secretary |
| 3. Mr. Deepak Sipani |
Chief Financial Officer (CFO) |
BOARD PERFORMANCE/ EVALUATION
The performance evaluation of the non-executive directors is done by
the Board annually. This evaluation is based taking into consideration inputs received
from the Directors, covering various aspects of the Boards functioning such as the
attendance and contribution of the member at the Board/ committee meetings. The process
also considers core competency, expertise, personnel characteristic and
specificresponsibility of the concerned director.
The performance evaluation of the Chairman and the Managing Director
was carried out by the Independent Directors in a separate meeting of Independent
Directors, performance of Non-Independent Directors, performance of the Board as a whole
and performance of the Chairman was evaluated, taking into account the view of the
Executive Directors and Non-Executive Directors. A separate exercise was carried out to
evaluate the performance of individual Directors who were evaluated on parameters such as
level of engagement, contribution and independence of judgment. The Board of Directors
expressed their satisfaction with the evaluation process.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
All the Independent Directors have provided the declaration of
Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating
that they meet the criteria of independence as provided in sub-section (6) and SEBI LODR
Regulations.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
All new Independent Directors (IDs) inducted into the Board are given
an orientation. Presentations are made by Executive Directors (EDs) and Senior Management
giving an overview of the Companys operations, to familiarize the new Independent
Directors (IDs) with the Companys business operations. The new IDs are given an
orientation on our products, group structure and subsidiary company, Board constitution
and procedures, matters reserved for the Board, and the Companys major risks and
risk management strategy.
BOARD MEETINGS
The details of number of meetings of the Board, held during the year
forms part of the Corporate Governance Report and hence not repeated here for the sake of
brevity.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
The details of unpaid and unclaimed amounts as on 31st
March, 2023 are uploaded on the Companys website (www.pelhakoba.com). As per
amendment to the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 dated 5th September, 2016, 3750 shares have
been transferred to IEPF suspense account on 4th February, 2021.
Dividend of Rs.1115.50 on above shares (declared for the Financial Year
2021-2022) were transferred to IEPF account.
VIGIL MECHANISM
The Company has established a Vigil Mechanism/
Whistle Blower Policy that enables the Directors and Employees to
report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against
victimization of persons who use the Vigil Mechanism.
Details of the Vigil Mechanism/Whistle Blower policy are made available
on the Companys website (www. pelhakoba.com).
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Details of the Loans, Guarantees and Investment covered under the
section 186 of the Companies Act, 2013 are given in the Financial Statements.
CREDIT RATING
The Company has received the credit rating from India Ratings and
Research Private Limited as per their letter dated 20th July, 2023, and the Rating
assigned to the Company is as follows:
| Instrument Type |
Rating |
| Term Loan |
IND BBB-/Stable |
| Fund Based facilities |
IND BBB-/Stable/IND A3 |
| Non-Fund Based facilities |
IND A3 |
India Ratings and Research Private Limited stated that the downgrade
reflects the decline in PELs operating profitability in FY23, leading to significant
deterioration in the credit metrics. Ind-Ra expects profitability to remain vulnerable in
near term due to instability in crude prices. The margins are expected to gradually get
reinstated in the medium-term post successful completion of the ongoing capex and
stabilization of raw material prices.
NOMINATION AND REMUNERATION POLICY
The Committee has framed a policy to determine the qualification and
attributes for appointment and basis of determination of remuneration of all the
Directors, Key Managerial Personnel and Senior Management. A copy of the policy is annexed
as Annexure -A.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties for the year under
review were on arms length basis and in the ordinary course of business and Company
has not entered into any contract/arrangement/transaction with related parties which could
be considered material in nature thus provisions of Section 188 of the Companies Act, 2013
and the Rules made thereunder are not attracted. Thus, disclosure in Form AOC-2 in terms
of Section 134 of the Companies Act, 2013, is included as Annexure - B and forms an
integral part of this Report.
All related party transactions are placed before the Audit Committee as
also to the Board for approval. The Company has developed a Related Party Transactions
Policy which has been uploaded on the website of the Company and web-link thereto has been
provided in the Corporate Governance report.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
The Company has never accepted any deposit from the public falling
within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014, or under Chapter V of the Act. Hence, the requirement for
furnishing details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no material change affecting the financial position of the
Company which have occurred between the end of the financial year.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following statement in terms of
Section 134(3)(c) of the Companies Act, 2013:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2023, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures, if any;
(ii) that the accounting policies selected and applied are consistent
and the 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, 2023 and of
the net profit of the Company for the year ended on that date;
(iii) that proper and sufficient care has been 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;
(iv) that the annual accounts have been prepared on a going concern
basis;
(v) that the Directors had laid down adequate internal financial
controls to be followed by the Company and these are operating effectively;
(vi) that adequate and proper systems to ensure compliance with all
applicable laws have been devised and such systems are operating effectively in the
Company.
STATUTORY AUDIT
The appointment of M/s. M B A H & CO. (ICAI Regn.
No.121426W), statutory auditors of the Company were appointed for a
period of 5 years at 30th Annual general Meeting as statutory auditors till the
conclusion of 35th Annual general Meeting, as per the provisions of Section 139
of the Companies Act, 2013.
There is no qualification, reservation or adverse remark or disclaimer
made by the Statutory Auditors i.e. M/s. M B A H & CO., Chartered Accountants in its
report and therefore, there are no further explanations to be provided for in this report
and is prepared as per “Ind AS”.
COST AUDIT
The Board of Directors, on the recommendation of Audit Committee, has
re-appointed M/s. Vipul Bhardwaj & Co., Cost accountants, as Cost Auditor to audit the
cost accounts of the Company for the year 2023-24 at a remuneration of Rs.1,25,000 plus
GST as applicable and reimbursement of out of pocket expenses. A resolution seeking
members approval for the remuneration payable to the Cost Auditor forms part of the
Notice convening the Annual General Meeting. The Company has maintained cost accounts and
records for the business, which is applicable as per Section 148(1) of the Companies Act,
2013 for the year ended 31st March, 2023.
SECRETARIAL AUDIT
As required under Section 204 of the Companies Act 2013, and rules made
thereunder, the Company has reappointed M/s. Sanjay Dholakia & Associates, a firm of
Company Secretaries in Practice (Membership No.2655; C.P. No.1798) to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure
– C and forms an integral part of this Report.
There is no qualification, reservation or adverse remark or disclaimer
made by the Secretarial Auditor in its report and therefore, there are no further
explanations to be provided for in this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control risk mitigation system,
commensurate with its size, scale and complexity of its operations. The scope and
authority of the Internal Audit function is also defined.
The Audit Committee of the Board actively reviews the adequacy and
effectiveness of the systems.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of internal audit function, corrective actions are undertaken in the
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors, including audit of internal financial controls over
and the reviews performed by management and the audit committee, the Board is of the
opinion that the Companys internal financial controls were adequate and operating
effectively as at March 31, 2023.
During the year under review, no material or serious observation has
been observed for inefficiency inadequacy of such controls.
RISK MANAGEMENT
There is a continuous process for identifying, evaluating and managing
significant risks faced through a risk management process designed to identify the key
risks facing business. Risks would include significant weakening in demand from core-end
markets, inflation uncertainties and any adverse regulatory developments, etc. During the
year a risk analysis and assessment was conducted and no major risks were noticed.
SAFETY, HEALTH & ENVIRONMENT
The Company, in order to ensure health and safety of its employees and
other staff, took adequate pre-emptive measures to enhance the hygiene and sanitization
protocols across all offices and plants, in line with guidelines in force by local
authorities. The health of the employees coming to work space is being continuously
monitored for any signs of the health complications and adequate containment measures are
in place. Your Company is committed to maintain its efforts in providing a safe working
environment to its employees. At the same time, we are keeping our plants operational and
thus trying to contribute towards the restoration of the economic activity and provide
earnings to labor and staff.
HUMAN RESOURCE
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. Employees are considered to be team
members being one of the most critical resources in the business which maximize the
effectiveness of the Organization. Human resources build the Enterprise and the sense of
belonging would inculcate the spirit of dedication and loyalty amongst them towards
strengthening the Companys Polices and Systems. The Company takes various HR
initiatives reporting, to align the HR policy to the growing requirements of business.
Your Company regularly conducts technical and safety training
programmes.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN
FUTURE:
There are no orders passed by the Regulators or courts or tribunals
impacting the going concern status and Companys operations in future.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal
committee constituted under the said act has confirmed that no complaint/case has been
filed/ pending with the Company during the year.
MANAGERIAL REMUNERATION a. Details of the remuneration of each
director to the median remuneration of the employees of the Company and other details as
required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as Annexure - D. b. The statement
containing particulars of employees as required under Section 197(12) of the Act read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report. Further, the report
and the accounts are being sent to the members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open for inspection Office at the
Registered shareholder interested in obtaining a copy of the same may write to the Company
Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Companies
Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, are attached
as Annexure-E to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company seeks to build constructive relationship with all the
stakeholders and wants to benefit from your Companys presence. The Company had
formed the CSR Committee and has framed a CSR policy, which has been uploaded on the
website of the Company. The provisions of CSR activities under Companies Act, 2013 were
applicable to your Company. A detail pursuant to Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure -F.
Employee Stock Option Plan (ESOP)
Details of ESOP implemented during the year are as below:
(a) options granted; NIL
(b) options vested; 4,31,000
(c) options exercised; 3,84,500
(e) options lapsed; NA
(f) the exercise price; Rs.13.90 per share
(g) variation in terms of options; No
(h) money realised by exercise of options; Rs.53,44,550/-
(i) total number of options in force; 18,500
(j) employee wise details of options granted to:
(i) Key Managerial Personnel; NA
There is no material change in the ESOP scheme and the same is in
compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. ESOP scheme
are made available on the Companys website (www.pelhakoba.com).
As per Regulation 13 of Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014, a certificate received from the secretarial
auditor of the Company that the scheme(s) has been implemented in accordance with these
regulations and in accordance with the resolution of the Company in the general meeting is
annexed as Annexure -G.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR
During the year, there were no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year, the Company had not made any One Time Settlement with
any banks or Financial Institutions.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by
Institute of Company Secretaries of India on Meeting of Board of Directors and General
Meetings.
GENERAL DISCLOSURE
During the Financial Year under review:
a. the Company has not issued Equity Shares with differential rights as
to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and
Rules made thereunder.
b. the Company has not made any provisions of money or has not provided
any loan to the employees of the Company for purchase of shares of the Company or its
holding Company, pursuant to the provisions of Section 67 of the Act and Rules made
thereunder.
c. the Company has not accepted any deposit from the public, pursuant
to the Chapter V of the Act and Rules made thereunder.
d. the Company has not bought back its shares, pursuant to the
provisions of Section 68 of the Act and Rules made thereunder.
e. there were no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
f. there were no significant material changes and commitments affecting
the financial position of the Company, which have occurred between the end of the
Financial Year of the Company to which the financial statements relate and the date of
this Report.
g. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
ACKNOWLEDGEMENT
The Management of your Company is grateful to the Government
Authorities, Shareholders, Valued Customers, Companys Bankers, Raw Material
Suppliers, and other Business Associates for their continued support and co-operation.
The Directors also wish to place on record the appreciation for their
co-operation, active involvement and dedication for their employees, which enabled the
Management to contribute to the progress of your Company.
|
For and on behalf of the Board of Directors |
|
RAJ KUMAR SEKHANI |
| Place : Mumbai. |
Chairman |
| Date : 28th August, 2023 |
DIN:00102843 |
+91-9892691696
