Dear Members
Your directors are pleased to present the 43rd annual report including the
audited financial statements of your company for the year ended March 31, 2023.
1. Financial summary (Rs. in lakhs)
|
Standalone |
Consolidated |
Profit / (Loss) for the year |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Operating revenue |
20,203.01 |
19,912.77 |
20,203.01 |
19,912.77 |
| Other income |
215.66 |
189.68 |
216.58 |
281.77 |
| Total revenue |
20,418.67 |
20,102.45 |
20,419.59 |
20,194.54 |
| EBIDTA |
2,581.54 |
2,228.32 |
2,590.04 |
2,093.12 |
| % to Operating revenue |
12.78% |
11.20% |
12.82% |
10.50% |
| Profit / (Loss) before tax |
895.69 |
729.76 |
932.47 |
698.82 |
| Profit / (Loss) after tax |
668.49 |
562.01 |
696.52 |
522.20 |
| % to Total revenue |
3.27% |
2.80% |
3.41% |
2.58% |
| EPS (Rs. ) |
6.22 |
5.23 |
6.42 |
4.93 |
Appropriations |
|
|
|
|
Retained earnings at beginning of the year |
8,824.00 |
8,261.99 |
8,766.61 |
8,236.60 |
Profit / (Loss) for the year |
668.49 |
562.01 |
690.73 |
530.01 |
Non-controlling interest |
|
|
|
|
Dividend paid for previous year and tax thereon |
(161.28) |
0.00 |
(161.28) |
0.00 |
Retained earnings at end of the year |
9,331.21 |
8,824.00 |
9,296.06 |
8,766.61 |
2. State of affairs
The performance of the company has improved marginally in terms of Revenues and profits
during the year 2022-23 despite of the unexpected delays in clearance of deliveries in
defence segment. Operating EBIDTA has gone up from Rs. 2,228.32 lakhs to Rs.2,581.54 lakhs
and Profit before tax has increased to Rs.895.69 lakhs from Rs. 729.76 Lakhs during
previous year. Profit after tax stands at Rs.668.49 lakhs as compared to Rs.562.01 lakhs
for the year 2021-22. The Raw Material supplies and prices were stabilized during the year
which will give positive impact in near future. The operations in commercial explosives
improved significantly during the year.
Operations
Production of detonators was 15.40 million pieces as against 24.43 million pieces in
previous year. The Company has executed several orders in defence during the year.
Operation & Maintenance contract at Sriharikota has been satisfactory during the
Financial Year 2022-23. The production of bulk explosives increased to 7886 tonnes from
previous years 6,221 tonnes. The prices and supplies of Ammonium Nitrate price have
stabilized during the year which has been reflected in our overall performance during the
year.
3. Capital expenditure
During the year the company incurred the capital expenditure of Rs. 1873.91 lakhs on
fixed assets and Rs. 80.41 lakhs on intangible assets .
4. Dividend
The Board of Directors of your company, at their Meeting held on May 16, 2023, has
recommended payment of Rs.1.70/- (Rupees One and Seventy paise only) (17%) per equity
share, as final dividend for the financial year ended March 31, 2023. The payment of final
dividend is subject to the approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.
The dividend on equity shares for the financial year 2022-23 would aggregate to
Rs.182.79 Lakhs.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the
Shareholders. The Company shall, accordingly, make the payment of the final dividend after
deduction of tax at source.
5. Share capital and reserves a) Share capital
The paid up Equity Share Capital of the Company as on March 31, 2023 was Rs.
10,75,22,390/- divided into 1,07,52,239 equity shares of Rs.10/- each fully paid up. There
was no change in the Share Capital during the year under review. b) Transfer to
Reserves
The company retained the entire surplus in the Profit and Loss Account and hence no
transfer to General Reserve was made during the year.
6. Deposits
During the year, the Company has not accepted any deposits from the public falling
within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
7. Change in the nature of business, if any
During the year, there was no change in the nature of business of the company.
8. Material changes and commitments after the reporting period
There were no 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
these financial statements relate and the date of this Report.
9. Subsidiary companies, Jointly controlled entity and consolidated financial
statements a) PELNEXT Defence Systems Private Limited, a 100% subsidiary company
Incorporated on July 15, 2016 PELNEXT is expected to be operated as a special purpose
vehicle in defence explosives business. The company incurred a net loss of Rs.0.90 lakh
during 2022-23 (Rs.0.85 lakh during 2021-22). As on 31st March, 2023, Premier
Explosives Limited held 10,000 Equity shares in PELNEXT representing 100% of equity share
capital.
b) Premier Wire Products Limited (PWPL), an 80% subsidiary company
PWPL was engaged in manufacture of Galvanised Iron (GI) Wire catering to the
requirements of detonator-manufacturers, having its registered office at Secunderabad,
Telangana. The Companys manufacturing facilities are located at Ramajipet,
YadadriBhuvanagiri District of Telangana. Due to lower demand for GI wire from
detonator-manufacturers, the company has sold major property, plant and equipment,
dismantled building, terminated all the employees and intimated closure of factory to
various authorities during the year 2021-22.
The company incurred a net profit before tax of Rs. 27.68 lakhs during the year ended
March 31, 2023 and the company has accumulated loss of Rs. 33.58 lakhs as at March 31,
2023 (Revenue of Rs. NilRs. lakhs and Net loss of Rs. 39.04 lakhs during previous
year).
As on 31st March, 2023, Premier Explosives Limited held 52,00,000 Equity
shares in PWPL representing 80% of their equity share capital.
c) BF Premier Energy Systems Private Limited (BFPES), a 50% jointly controlled entity
This joint venture is yet to commence commercial operations and has been inoperative
for the past several years due to lack of business opportunities. Hence during the year,
the Board has decided to close the Company and accordingly forms/documents were filed with
the Registrar of Companies, Pune, Maharashtra, to strike off the name of the company from
the register of companies under Section 248 of the Companies Act, 2013 The company
incurred a net loss of Rs. 2.00 lakh during 2022-23 (Rs. 1.11 lakh during 2021-22).
d) Consolidated financial statements
Pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing
Regulations, the Consolidated Financial Statements prepared in accordance with the Indian
Accounting Standards, notified under the Act is attached to this report.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the
audited financial statements of the company including consolidated financial statements
and related information of the company and the financial statements of the subsidiaries,
are available on the website of the company www.pelgel.com. Any Member desirous of
obtaining copies of the said financial statements may write to the company at investors@
pelgel.com These documents will also be available for inspection during business hours at
the registered office of the Company.
Details of consolidated entities are given in the Annexure
1, Form AOC-1: Statement containing salient features of the financial statements of
subsidiaries / associate companies / joint ventures.
10. Future outlook
Your company started getting large orders in defence segment especially from counter
measures. Your company has completed the designing and development orders of various
Rocket motors for overseas buyers. During the year your company has received supply orders
for these products and the deliveries against the orders have started.
At the macro level, ‘Make in India is transforming into ‘Atmanirbhar Bharat
in the wake of COVID-19 and more specifically in defence supplies in the aftermath of
Ukraine problem and Galwan clashes with China.
The Company is focused on increasing exports by developing new customers and higher
volumes with existing customers. The Company will maintain its thrust in exports by adding
products in existing markets and foraying into new markets. Special focus on overseas
market started yielding the results and the company is getting high value export orders
from various countries. Indian Defence exports have grown almost eleven times from Rs.
1,500 crore to Rs. 16,000 crore in the past six years.
In the last two years, India has brought out three lists with a total of 310 equipment
and weapon systems, which will undergo a phased import ban within specified deadlines.
The lists comprise latest high tech platforms such as light weight tanks, naval utility
helicopters, missiles, mounted artillery gun systems as well as medium altitude long
endurance unmanned aerial vehicles, and loitering munitions.
While the lists were primarily meant to put an end to defence imports, they were
clearly drawn considering the manufacturing capabilities of Indias private industry and
public sector working in the field of defence. This will give lot of opportunities to our
company in coming days. The operations in Bulk explosives division are also getting
stabilized and looking bright with the existing supply order from Singareni and future
requirements of Coal India with the cooling off of the commodity / raw material prices.
11. Board matters
A. Directors Responsibility Statement pursuant to the provisions of Section 134 of the
Companies Act, 2013- Your Board of Directors hereby confirms that: a) In the preparation
of the annual accounts of the Company for the year ended March 31, 2023, the applicable
accounting standards had been followed along with proper explanation relating to material
departures, if any; b) the accounting policies selected were applied consistently 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 March 31, 2023 and of the profit and loss of
the company for the year ended on that date; c) proper and sufficient care has been taken
for the maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities; d) the annual accounts have been prepared on a going concern
basis; e) adequate internal financial controls have been laid down, have been followed and
have been operating effectively; f) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
B. Declaration of independent directors
The Company has received declarations from all its Independent Directors that they meet
the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013
and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Independent Directors have also confirmed that they have complied with
the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
Independent Directors of the company have registered their names in the Independent
Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).
C. Board meetings
During the financial year 2022-23, Five (5) Board meetings were convened and held on 26th
May, 2022; 03rd August, 2022; 27th October, 2022; 2nd
January, 2023 and 10th February, 2023.
D. Board evaluation
Criteria and other details of Board evaluation have been provided in the Annexure -2,
Report on Corporate Governance.
E. Directors and Key Managerial Personnel
During the year under review, there were no new appointments or resignations or changes
in the the Board of Directors and Key Managerial Personnel (KMPs) of the Company.
Directors
Retirement by Rotation
As per the provisions of the Companies Act, 2013, Mr. Y. Durga Prasad Rao
(DIN:08072805) Director-Operations, is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment and the resolution
under item No 3, seeking approval of the Members for his re-appointment has been
incorporated in the Notice convening the 43rd Annual General Meeting of the Company along
with brief details about him.
The disclosures as required pursuant to Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the
Secretarial Standard are given in the Notice convening 43rd AGM, forming part
of the Annual Report.
Appointments, Resignations and Changes
During the year under review, the Members at the AGM held on September 16, 2022 through
special resolution had re-appointed Mr. Y. Durga Prasad Rao (DIN: 08072805) as Wholetime
Director designated as Director-operations for a second consecutive term of five years
commencing from August 10, 2022.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key
Managerial Personnel (KMP) of the Company are Mr. T.V. Chowdary, Managing Director, Mr.
Srihari Pakalapati, Chief Financial Officer and Mrs. K. Jhansi Laxmi, Company Secretary.
F. Committees of the Board
As required under the Act, and the Listing Regulations, the Company has constituted the
following statutory committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Details of all the Committees such as terms of reference, composition and meetings held
during the year under review are disclosed in the Corporate Governance Report, a part of
this Annual Report.
G. Companys policy on appointment and remuneration of directors a) Criteria for
appointment of directors Director must have relevant experience in finance, law,
management, sales, marketing, administration, research, corporate governance, technical
operations or other disciplines related to companys business.
Director should possess the highest personal and professional ethics, integrity and
values.
Director must be willing to devote sufficient time and energy in carrying out their
duties and responsibilities.
Nomination and Remuneration Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment as director and
recommend to the Board his / her appointment or re-appointment. The committee has
discretion to decide whether qualification, expertise and experience possessed by a person
are sufficient or satisfactory for the concerned position.
While appointing an independent director, Nomination and Remuneration Committee shall
consider the ‘independence of the person also in addition to the above.
b) Policy on directors remuneration i. Policy
The Company shall remunerate its directors, key managerial personnel, senior
management, other employees and workers appropriately to retain and motivate them as well
as to attract new talent when required. ii. Components of remuneration Remuneration
package shall include fixed component for all employees and variable component to the
extent desirable and practicable. iii. Fixed remuneration It shall be competitive and
based on the individuals education, experience, responsibilities, performance, industry
benchmark in the area, etc.
Fixed remuneration shall comprise of basic salary and other allowances like house rent
allowance, conveyance allowance, etc. which are calculated as certain % of basic salary.
iv. Variable remuneration
It is paid to encourage the employees to achieve set targets and variable remuneration
shall be determined on the following basis:
Category |
Nature |
Basis of variable remuneration |
Whole time Directors |
Commission |
• % of Profit in a year during the contract period (% as
recommended by Board and approved by Shareholders. |
Management Team (CFO, Company Secretary, President, Vice President,
GM) |
Profit sharing bonus |
•% of Profit divided among them in proportion of their basic
salary (% as decided by Committee of Whole time Directors) |
Officers (Below GM level) |
Profit sharing bonus |
•% of Profit divided among them in proportion of their basic
salary. (Minimum period of services and other conditions for eligibility are decided by
Committee of Whole time Directors) |
Staff and Workers |
Production incentive |
Quantity of production, as per the Wage Agreement revised every 3
years at Pedda kandukuru (Those who are engaged in production and allied activities are
eligible. |
v. Statutory benefits
Employee benefits like Contribution to Provident Fund, Gratuity, Bonus, Employees State
Insurance, Workmen Compensation, etc. shall be provided to all eligible employees as per
the respective Acts. vi. Perquisites and other benefits
Perquisite |
Amount |
| Reimbursement of medical expenses for self and family / Medical allowance |
Up to one month basic salary in a year to whom ESI is not applicable |
| Mediclaim and personal accident insurance |
Reasonable coverage to whom ESI is not applicable |
| Leave travel allowance |
Workers - as per wage agreement |
| Use of Company car with driver or reimbursement of driver salary, fuel,
maintenance and insurance |
For Directors-as recommended by Board and approved by Shareholders |
| Telephone at home, Club fee Gas, electricity, water, servant, security,
gardener and soft furnishing.(Up to 10% of basic salary) |
For Management team-as approved by Committee of Whole time Directors |
vii. Increments
Increments are made taking into account the individual performance, inflation and
company performance.
Workers are given Variable Dearness Allowance as per Consumer Price Index semi-annually
on 1st of April and 1st of October. Wages of workers at Peddakandukuru are revised every 3
years as per the agreement between the management and unions. Increments of other
employees are made effective 1st April every year, as approved by Committee of
Whole time Directors upon recommendation of heads of departments. Mid-year increments are
given in exceptional cases, as approved by the Managing Director, upon recommendation of
concerned director and head of department. viii. Remuneration to Independent and
Non-Executive Directors Remuneration / Commission shall be in accordance with the
statutory provisions of the Companies Act, 2013 and the rules made thereunder and the
Listing Regulations, for the time being in force and shall be entitled to such sitting fee
in respect of the Board and Committee meetings attended, at the rates approved by the
Board and within the applicable provisions of the Companies Act, 2013. ix. Service
contracts, notice period and severance fees: Executive directors have entered into a
service contracts with the company. The tenure of the contract is three/five years.
Reappointment is done by the Board based on the recommendation of the Nomination and
Remuneration Committee. Notice period is as mutually agreed between the director and the
Board.
None of the directors is eligible for severance pay.
H. Formal annual evaluation by the Board
The Board has evaluated its own performance and of individual directors. The details as
required u/s 134(3) (p) of the Companies Act, 2013, are mentioned in the Annexure 2:
Report on Corporate Governance.
12. Transfer of shares and unclaimed dividend to Investor Education and Protection Fund
(IEPF)
During the year under review, your Company transferred unclaimed dividend amount of Rs.
3,23,974.00 (pertaining to dividend for the financial year 2014-15) lying with the Company
for a period of seven years to the Investor Education and Protection Fund (IEPF) in
compliance with the applicable provisions of the Companies Act, 2013. As required under
Section 124 of the Companies Act, 2013, your Company also transferred during the year
6,237 shares to IEPF Authority, in respect of which dividend had remained unclaimed for a
consecutive period of 7 years. Details of the shares transferred to IEPF Authority have
been uploaded on website of the Company.
13. Auditors a) Independent Auditors
The Members of the Company at the 42nd Annual General Meeting held on September 16,
2022 had reappointed M/s. Majeti & Co., Chartered Accountants, (Firm Registration No
015975S) as the Statutory Auditors of the Company for a second term of five (5)
consecutive years from the conclusion of 42nd AGM till the conclusion of 47th AGM. b)
Internal Auditor
In terms of Section 138 of the Companies Act, 2013, the Board of Directors of the
Company has appointed M/s.B.M. Kumar & Associates, Chartered Accountants,, as Internal
Auditors to conduct Internal Audit of the Company for the financial year 2023-24.
There was no qualification, reservation or adverse remark disclaimer in the auditors
report, cost audit report .
c) Cost Auditor
The Company has maintained cost records for relevant products prescribed by the Central
Government under the Companies Act, 2013 and Companies (Cost Records and Audit) Rules,
2014. These records have been audited by M/s. S.S.Zanwar& Associates, Cost Accountants
during the financial year 2022-23.
The Board of Directors of the Company, on the recommendations of the Audit Committee,
have re-appointed M/s S. S. Zanwar & Associates, Cost Accountants, as the Cost
Auditors of the Company to conduct the audit of the cost records of certain products for
the financial year for 2023-24 and M/s. SS Zanwar
& Associates, Cost Accountants being eligible have consented to act as the Cost
Auditors of the Company for the financial year 2023-24.. As per the provisions of Section
148(3) of the Companies Act, 2013, the remuneration of the Cost Auditors has to be
ratified by the Members and accordingly the resolution relating to the Cost Auditors
remuneration is being placed before the Members for their ratification.
d) Secretarial auditor
In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board
of Directors have reappointed Mr. K.V. Chalama Reddy, Practicing Company Secretary as
Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the
Financial Year 2023-24. They have confirmed their eligibility for the re-appointment.
14. Independent auditors report
The Statutory Auditors report to the Members on the standalone and consolidated
financial statement of the Company for the financial year ended March 31, 2023 does not
contain any qualification, reservation, adverse remark or any disclaimer.
Reporting of fraud
During the year under review, there were no instances of fraud reported by the
Statutory Auditors under Section 143(12) of the Companies Act, 2013.
15. Credit Rating
During the year under review, ICRA Limited has retained and assigned the following
ratings for Long Term and Short Term Bank facilities of the Company: a) Long Term Rating -
‘[ICRA] BBB+ (Stable) b) Short Term Rating – ‘[ICRA] A2
16. Management discussion and analysis Report
A detailed review of operations, performance and future outlook of your Company and its
businesses is given in the Management Discussion and Analysis, which forms part of this
Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
17. Corporate governance
In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015. a separate report on Corporate Governance along with the Auditors
Certificate on its compliance with the corporate governance requirements is annexed
herewith as Annexure – 2, Auditors Certificate as Annexure-3 and CEO
& CFO Certificate as Annexure-4 to this Report.
18. Secretarial audit report
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of
the Companies Act, 2013, the Board has appointed Mr. K.V. Chalama Reddy, Practicing
Company Secretary, Hyderabad as Secretarial Auditor, to undertake the Secretarial Audit of
the Company for the financial year 2022-23. The Secretarial Audit Report for the financial
year ended March 31, 2023 is annexed herewith as Annexure-5. There are no
qualifications, observations or adverse remarks, or disclaimers in the said report.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2022-23 for all applicable
compliances as per Securities and Exchange Board of India Regulations and Circulars /
Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. K.V.
Chalama Reddy, Practising Company Secretary, Hyderabad has been submitted to the Stock
Exchanges within the specified time.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards notified by the Institute of
Company Secretaries of India (ICSI).
19. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The Information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure- 6
to this Report.
20. Particulars of loans, guarantees or investments in terms of section 186 of the
Companies Act, 2013
Your company a) has not given any loan to any person or other body corporate other than
usual advances for supply of materials and services b) has not given any guarantee or
provide security in connection with a loan to any other body corporate or person and c)
has not acquired the securities of any other body corporate by way of subscription,
purchase or otherwise, exceeding sixty percent, of its paid-up share capital, free reserve
and securities premium account or one hundred percent of its free reserves and securities
premium account whichever is more.
21. Particulars of contracts or arrangements with related parties
All related party transactions entered by the Company during the financial year 2022-23
with related parties were on arms length basis and in the ordinary course of business. No
material related party transactions / arrangements were entered into during the financial
year by the Company.
All transactions with related parties were reviewed and approved by the Audit
Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for
related party transactions which are of repetitive nature and entered in the ordinary
course of business and on an arms length basis. There were no materially significant
related party transactions that may have potential conflict with the interest of the
Company at large.
The particulars of transactions with related parties referred in section 188(1) of the
Companies Act, 2013 entered by the Company during the financial year ended March 31, 2023
in prescribed Form AOC-2 is annexed herewith as Annexure – 7 to this Report.
The details of the transactions with related parties were also provided in the notes to
the financial statements.
22. Risk management policy
Your company recognizes Risk Management as a very important part of business and has
kept in place necessary policies, procedures and mechanisms. The company proactively
identifies monitors and takes precautionary and mitigation measures in respect of various
risks that threaten the operations and resources of the company. The Risk Management
Policy of the company is available at the link http://www.pelgel.com/prm.htm.
23. Vigil mechanism policy
Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013 a
Whistle Blower policy has been established. The policy is available at the website link
http:// www.pelgel.com/pwb.htm.
24. Corporate social responsibility (CSR) activities
During the year 2022-23, your company has spent an amount of Rs. 8.87 (Rs. 11.86 lakhs
in previous year) on CSR activities, against the minimum mandatory amount of Nil (Rs.11.86
lakhs in previous year), being 2% of average profit for the last three years.
Details of CSR activities are given in Annexure - 8.
25. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (Nirbhaya Act)
There are 66 women employees in your company as on March 31, 2023 (64 a year ago) and
your company has formulated an anti harassment policy to ensure safe working environment.
Your company also has set up an Internal Complaint Committee to redress complaints of
women employees regarding sexual harassment. During the year under review, there were no
cases received/filed pursuant to the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibitions and Redressal) Act, 2013.
Details of awareness programmes and complaints are listed in
Annexure - 9.
26. Disclosure of significant and material orders passed by regulators etc. under Rule
8(5)(vii) of the Companies (Accounts) Rules 2014
During the year under review, there were no significant or material order(s) passed by
the Regulators /Courts or Tribunals which would impact the going concern status of the
Company and its future operations. During the year under review, there is no application/
proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, nor
the Company has done any one time settlement with any Bank or Financial Institutions.
27. Disclosure of internal financial control systems and their adequacy Rule 8(5)(viii)
of the Companies (Accounts) Rules 2014
Your company has in place adequate internal financial controls with reference to
financial statements. The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Companys
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and aid in the timely preparation of
reliable financial statements.
28. Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual
Return in Form MGT-7 is available on the companys weblink
www.pelgel.com/annualRs.returns.html
29. Remuneration of directors and employees and related disclosures
Remuneration is paid to directors and employees in accordance with the remuneration
policy of the company and applicable statutory provisions. Disclosure pertaining to the
remuneration and other details as required under Section 197(12) of the Act and the Rules
framed thereunder is enclosed as Annexure-10 to this Report.
30. Details of amount received from a director of the company:
During the year under report, the Company has not received any amount from any Director
of the Company pursuant to Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits)
Rules, 2014.
31. Listing on stock exchanges
The Companys Equity shares are listed on BSE Limited (Scrip Code: 526247) and the
National Stock Exchange of India Limited(Scrip Code: PREMEXPLN) and the Listing Fees has
been paid to them up to date.
32. Human Resources and Industrial relations
Your directors thank all the employees for their cooperation and the contribution
towards harmonious relationship and progress of the company.
33. Acknowledgements
Your directors place on record their appreciation of the continued support and
cooperation received from all employees, customers, suppliers, financial institutions,
banks, Government of India and various regulatory authorities, members and other business
associates during the year under review.
For and on behalf of the Board
Dr. A.N. Gupta T.V. Chowdary
Secunderabad Chairman
Managing Director 01.09.2023
DIN:00053985 DIN: 00054220
+91-9892691696
