PG Foils Ltd Directors Report.

Dear Shareholders,

We have pleasure in presenting the 40th Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2019.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars 2018-19 2017-18
Total Revenue 28580.02 27051.50
Total Expenses 26059.61 25035.75
Profit/(Loss) before Depreciation, Tax and Extraordinary Items 2520.41 2015.75
Less: Depreciation (414.58) (340.04)
Profit/(Loss) before Taxation and Extraordinary Items 2105.83 1675.71
Add: Extraordinary Items 0 0
Profit before Tax 2105.83 1675.71
Less: Current Tax 569.43 815.81
Less/(Add): Deferred Tax (81.41) 129.91
Profit for the year 1617.81 729.99

DIVIDEND AND TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year. During the year Board of Directors did not declare any dividend and No final dividend was recommended by the Board.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Gross turnover excluding trading turnover of Rs. 231.76 Crores as against Rs. 253.03 Crores in the previous year. Profit before tax for the year is Rs. 21.06 Crores compared to profit of Rs. 16.75 Crores in last year, higher, mainly due to income received towards maturity of policies under employee employer scheme of Rs. 14.26 Cr. and after considering additional demand of C forms and DEPB raised by department of Rs. 2.44 Cr. along with interest and penalty.

Exports have increased to Rs. 2856.34 Lacs from Rs. 2690.78 Lacs in last year.

ISO 9001-2008 CERTIFICATION

The company has been awarded below mentioned certificates:

- ISO 9001:2008 certificate on 01st May, 2012 by BVQI.

- DMF Type III certificate on 28th October, 2011

- ISO - 15378 : 2017 (GMP) certificate on 29th April, 2019

- BIS certificate on 09th August, 2018

DIRECTORS

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sahil P Shah is liable to retire by rotation at the forth coming Annual General Meeting and being eligible, offers himself for reappointment.

Further the Board of Directors re- appointed Shri Pankaj P Shah (DIN 00160558) as Managing & Executive Director of the Company for a further period of five years effective from January 17, 2019 subject to the approval of the Shareholders at the ensuing Annual General Meeting. A Resolution to this effect is included as part of the Notice convening the forthcoming Annual General Meeting.

Further the Board of Directors approved resignation of Shri Abhay P Shah, Whole Time Director (DIN 00160590) from the post of Director of the company w.e.f. 05.10.2018

Due to having duplicate DIN, Form DIR-12 has been refilled with the Registrar for updating his DIN in the Company as previous DIN i.e. 02033393 is not functioning due to his application of new DIN, the said DIN is required to be surrendered.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

S.NO. NAME OF PERSON DESIGNATION
1. PANKAJ P SHAH MANAGING DIRECTOR
2. SAHIL P SHAH WHOLE TIME DIRECTOR
3. NAVEEN KUMAR JAIN CHIEF ACCOUNTS OFFICER
4. ARPIT LODHA COMPANY SECRETARY*
5. BHAWANA SONGARA COMPANY SECRETARY**

* Mr. Arpit Lodha resigned from the post of Company secretary on. 20.10.2018 ** Ms. Bhawana Songara appointed as company secretary w.e.f. 13.08.2019

Finance & Accounts

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,2019 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2019. The noted to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this report.

Reporting of frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under section 143(12) of the Companies Act, 2013and Rules framed thereunder.

Risk Management

Company follows a well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

AWARD & RECOGNITION

Our Beloved Shri Pankaj P Shah, Managing Director has been honored and awarded "Indian Leadership Award for Industrial Development" by All India Achievers Foundation, New Delhi & Manufacturer of the Year in Foil Industry of India by Times of India Group, Jaipur.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to SEBI (LODR) Regulations, 2015 Report on Management Discussion and Analysis is annexed separately.

INDUSTRIAL RELATIONS

The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance.

DEMAT TRADING

As per the directives of The Securities and Exchange Board of India (SEBI), the Companys shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s BigShare Services Private Limited, who is registrar for transfer of shares (Demat and physical) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31st March 2019 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditors M/S Sharma Ashok Kumar & Associates, Chartered Accountants, Pali. The Directors further confirm that:-

a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any;

b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit 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 Companies Act, 2013 for safeguarding the assets of the company and detecting fraud and other irregularities.

d. The annual account has been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of CSR activities as required under Section 135 of the Companies Act, 2013 are given in Annexure B

CORPORATE GOVERNANCE

It has been the Endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:

i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii) Management Discussion and Analysis Report;

iii) Report on Corporate Governance;

iv) Auditors Certificate regarding compliance of conditions of corporate governance.

PARTICULARS OF LOAN, INVESTMENT & GUARANTEE

The company has complied with all the provisions of section 186 of companies act 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31st March 2019.

WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy. The policy provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 & as per Regulation 22 SEBI (LODR) Regulations, 2015 Company have made a formal Vigil Mechanism Policy which provides detailed procedure to protect the interest of employees of the Company.

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Companys Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism is available on your Companys website www.pgfoils.in

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 40 and is attached to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard Operating Procedures (SOP). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken.

The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the internal auditors. In our view the internal financial controls, affecting the financial statements are adequate and are operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill the entire requirement 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.

AUDITORS

M/S Sharma Ashok Kumar & Associates, Chartered Accountants, Pali (Firms Registration No. 005848C), are the Statutory Auditors of the Company who were appointed for a period of five years i.e., to hold office till the conclusion of this Annual General Meeting of the Company, are proposed to be re-appointed for second term of 5 (Five) consecutive years up to the Annual General Meeting be held in the calendar year 2024.The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

During the FY 2018-2019, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no details is required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2019. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company, Cost Accountants, Jaipur.

The due date for filing of the Cost Audit Reports for the financial year 2018-19 was 30th September, 2019.

The Company has received letter from Cost Auditor to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

SECRETARIAL AUDIT

During the year under review, M/s M Sancheti & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31,2019. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires following comments;

(i) Some payments related to some Micro or Small Enterprises are overdue from 45 days which is in non-compliance of The Micro, Small and Medium Enterprises Development Act, 2006.

(ii) Compliance officer/Company Secretary of the Company resigned on 20.10.2018 and since then Mr. Pankaj Raj Shah has been designated as Compliance officer, which is in violation of sub-regulation (1) of regulation 6 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTIN OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 which states;

"A listed entity shall appoint a qualified company secretary as the compliance officer"

(iii) Company is yet to transfer shares to IEPF for which the dividend has remained unpaid or unclaimed for a consecutive period of seven years.

Under provisions of sub section 6 of Section 124 of the Act.

(iv) Form IEPF-2 (Statement of unclaimed and unpaid amounts) which is required to be filed within 90 days of Annual General Meeting is not filed till closer of the financial year.

(v) All directors of the Nomination and remuneration committee shall be nonexecutive directors, however Mr. Sahil P Shah whole time director was member of the said committee which was in noncompliance of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

(vi) Company has passed resolution pertaining to further issue of shares 2 times [firstly on 28.06.2018 (resolution passed in Extra-ordinary General Meeting of same date) and secondly on 28.09.2018 (resolution passed in Annual General Meeting of the same date)] but due to improper resolution and insufficient data in principle approval could not be received by the exchange further without compilation or withdrawal of previous offer next offer issued by the Company.

(vii) Regarding DIN of Independent Directors DIN

Managements reply (comments on above observations)

(i) Payment of due Amount is under process due to some technical issue in processing.

(ii) Company was continuing searching a Company secretary for the post but due to remote location of accounts department it got some delay to find the suitable person for the post.

(iii) Company has sent the final list to the RTA/NSDL/CDSL and transfer is in final stage.

(iv) Form IEPF got delayed due to inadvertent delay and non-availability of staff well versed with ROC/Listing regulations. Form has been filed now.

(v) Inadvertent delay and non-availability of staff well versed with ROC/Listing regulations. Committee has been reconstituted now.

(vi) Withdrawal process of mentioned said resolutions has been initiated.

(vii) Mr. Udhan Kumar Chordia got mistakenly two DINs for overcoming the error while his KYC process new DIN has been entered in the Companys record by refilling his appointment form DIR-12 with retained DIN

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as ANNEXURE C and is also available on the Company s website viz. www.pgfoils.in

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 The Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31,2019 before the date of report dated 13th August, 2019 affecting financial position of the Company in any substantial manner.

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 significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2018-2019, no complaints were received by the Company related to sexual harassment

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of the Clause (m) of subsection (3) of section 134, read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report.

ACKNOWLEDGEMENTS

The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year.

Specific acknowledgement is also made for the confidence and understanding hown by the Members in the Company.

Pipalia Kalan, By Order of the Board
August 13,2019 For P G Foils Limited
Registered Office: Sd/-
6, Neptune Tower, Ashram Road (Pankaj Raj Shah)
Ahmedabad, Gujarat Chairman & Managing Director
DIN: 00160558