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Dear Share holders,
Your Directors have the pleasure in presenting their 26th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2019
Financial Results :
(Rs. In lacs)
|Particulars||31st March 19||31st March 18|
|Increase/(decrease) of Stock in trade||26.94||68.27|
|Profit before Interest & Depreciation||439.85||284.05|
|Less : Interest||59.39||13.44|
|Profit/(Loss) before Tax||49.35||5.05|
|Provision for Current Tax||7.03||0.00|
|Tax adjustment related to earlier year||0.00||0.00|
|Net Profit /(Loss)||32.99||(12.24)|
|Transfer to Profit & Loss Account||32.99||(12.24)|
2. Review of the Operations
i) Patran (Punjab): The distillery unit has produced 326070 cases of Punjab Medium Liquor (PML) consisting of 50 degree, 65 degree &75 degree. The unit has also produced 6593 boxes of under Indian made foreign Liquor (IMFL) consisting of 1467 cases boxes of Whistler whisky, 3001 boxes of Golden Wings, 2125 cases boxes of Pure Dark Rum.
ii) The unit has also produced 1457558 bulk liters of Ethanol which has been supplied to various oil manufacturing companies.
The unit has achieved a turnover and other income of Rs 2489.35 Lacs during the year
iii) Bawal (Haryana) The distillery unit has produced 505339 cases of Country Liquor, &has made a turnover and other income of Rs.1453.03 Lacs..
Sugar Mill did not commence the crushing operations during the season 2018-2019, due to adverse conditions prevailing in the entire area. The sugar availability in the country is much more than the consumption in the country. More over the steep increase in the prices of sugarcane rendered the prices of finished sugar unremunerative. There is a other income of Rs.29.07 lacs during the year
The paid up Equity Share Capital as at March 31,2019 stood at Rs 2322.09 lacs consisting of 23254527 equity shares of Rs.10/- each . During the year under review, the company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.
Your Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2019, due to accumulated Losses.
5. Directors & Key Managerial Personnel
Ms Madhu Sharma, Director of the Company retires by rotation and is eligible for the reappointment.
The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify as an independent director under section 149 (6) of the Companies Act 2013 & 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
6. Number of meetings of the Board
During the year under review 5(five) meetings of the Board of Directors were held to transact the business of the company.
The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.
7. Board evolution
In line with the provisions of the Companies Act 2013 and SEBI Guidance Note on Board evolution issued on January 5,2017 read with relevant provisions of the SEBI listing Regulations 2015, the Board has carried out an annual evaluation of the Directors individually, of the chairman and of the Board asawhole performance through the separate meeting of independent Directors and the board as a whole. The board evaluated the effectiveness of its functioning , that of the committees & of individual Directors, after taking feedback from the Directors & committee members. The manner in which the evaluation has been carried out has been explained in the corporate Governance Report.
The performance of the independent Directors was evaluated by the entire Board except the person being evaluated, in their meeting held on 23/03/2019. Aseparate meeting of independent Directors was held on 23/03/2019, to review the performance of non independent Directors, performance of the board & committee as a whole & performance of the chairman of the company taking into account the views of executive Director &the non executive Directors.
8..Material Changes &commitment affecting the Financial position of the company
There is no material changes affecting the financial position of the company subsequent to the close of the financial year 2018-19 till the date of report.
9.Significant&material orders passed by the Regulators or Courts or Tribunals
There are no significant material orders passed by the regulators or Courts or Tribunal which would impact the going concern status of the company and its future operation. However, Members attention is drawn to the statement on Contingent Liabilities and commitments in the notes forming part of the financial statement.
Your company has not accepted any deposits from the public during the year. Further there is not any non compliance of Chapter 5 of Companies Act 2013 and rules framed there under.
11. Risk Management
Your company carries out a periodical exercise to identify various risks involved in the business &operations of the company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the company defines the risk management approach at all levels across the organization including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them.
12. Auditors & Audit report
a. Statutory Auditors
M/s Aggarwal Sahil & Associates, the Statutory Auditors of the company were appointed by the members at the 24th Annual General meeting of the company for an initial term of 5 years i.e. from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General meeting of the company pursuant to section 139 of the Companies Act 2013.They have confirmed that they are not disqualified from continuing as Auditors of the company.
The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self explanatory and do not call any further comments.
b. Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr. Kanwaljit Singh, Practicing Company Secretary as Secretarial Auditors of your company for the financial year 2019-2020. The Secretarial Audit report for the financial year 2018-19 is annexed to this report as Annexure-A.
The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self explanatory and do not call any further comments.
13. Amounts proposed to be carried to Reserves
Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the company.
14. Consolidated Financial Statement
Consolidation of accounts is not applicable on the company.
15. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo:
As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per Annexure B.
16. Contracts or Arrangements with related Parties
Pursuant to section 134 of the Companies Act,2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, the Particulars of contracts or arrangements entered into by the company with related parties have been done at arms length and are in the ordinary course of business. Hence, no particulars are being provided in FormAOC-2.
17. Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, however there is no transaction during the year.
The companys internal Control system is commensurate with its size, scale and complexities of its operations. The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the Internal Audit reports.
19. Change in the nature of business
During the year under review, there has been no change in the nature of business of the company.
20. Extract of Annual Return
The information required under section 134(3) (a) of the Companies Act 2013(the Act) read together with section 92(3) of the Act regarding extract of the Annual return is given in Annexure -C of this report.
21. Corporate Social Responsibility (CSR) Committee-CSR Report
The expenditure on the corporate social responsibility is not applicable on the company since there are no average profits during the last three preceding years as required for applicability of CSR
22. Management Discussion and Analysis & Corporate Governance & Policies
Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements) 2015. Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report as per Annexure D.
Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosures requirement) 2015 has adopted policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism policy. These policies are available on the website of the company and can be viewed on www.psailpatran.com.
Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosure requirements) 2015, has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee & Stakeholders relationship Committee is given in Annexure D.
23. Whistle Blower/Vigil Mechanism policy
Whistle Blower/Vigil Mechanism policy regulation 22 of the Listing regulations and subsection (9& 10) of section 177 read with rule 7 of the companies (Meetings of Board & its powers) Rules, 2014, interalia, provides,forall listed companies to establish a Whistle Mechanism called "whistle blower policy" for Directors &employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy.
As a conscious & vigilant organization, the company believes in the conduct of the affairs of it constituents in a fair &transparent manner, by adopting the highest standards of professionalism, honesty, integrity & ethical behavior. In its endeavor to provide its employee a secure & fearless working environment, the company has established the Whistle Blower policy.
The Whistle Blower policy and establishment of Vigil Mechanism have been appropriately communicated with in the company. The whistle blower policy is also posted on the website of the company. The purpose of the policy is to create a fearless environment for the Directors & employees to report any instance of unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy. It protects Directors & employees wishing raise a concern about serious irregularities within the company. During the year, the company has not received any complaint under Vigil mechanism/whistle blower policy.
24. Reporting of Frauds
There were no instances 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 Act and rules framed thereunder.
The Company has taken adequate Insurance policies for its assets against the possible risks like fire, flood, public liability, marine etc.
26. Policy on sexual harassment of women at workplace (Prevention, Prohibition and Redressal Act 2013)
Your company is committed in creating & maintaining a secured work environment where is its employees, agents vendors & partners can work and pursue business together in an atmosphere free of harassment, exploitation & intimidation. To empower women & protect woman against sexual harassment a policy for prevention of sexual harassment had been rolled out & internal complaints committee as per legal guidelines had been set up. This policy allows employees to report sexual harassment at the work place. The internal committee is empowered to look into all complaints of sexual harassment & facilitate free & fair enquiry process with cleat timelines.The policy on prevention of sexual harassment is also posted on the website of the company.
During the year ended 31st March 2019, No complaints pertaining to sexual harassement was received by the company.
27. Employees And Industrial relations
The relation between the management and employees are healthy and cordial. There is transparency in the dealings and on matters relating to the activities of the company and its employees. Disclosure required under section 197 (12) of the Companies Act ,2013read with Rule (1) of Companies (Appointment and Remuneration of managerial Personnel) rules 2014 is as under:
|1.||The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year.||Please refer Annexure E-l|
|2.||The percentage increase in remuneration of each Director, Chief Financial officer , Company Secretary or manager, if any in the financial year||Please refer Annexure E-2|
|3.||The percentage increase in the median remuneration of employees in the financial year.||(-) 0.94%|
|4.||The number of permanent employees on the rolls of company||43|
|5||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 t here are any exceptional circumstances for increase in the managerial remuneration||Average percentile decrease of 0.22 in salaries of managerial personnel: Average percentile increase in salaries of non managerial personnel: The salary decreases are a functions of various factors due to reduction in the staff as a cost cutting measure, industry trends economic situation, besides company performance. There are no exceptional circumstances for increase in the managerial remuneration.|
|6||Affirmation that the remuneration is as per the remuneration policy of the company||The remuneration paid to the Directors is as per the remuneration policy of the company.|
|7||Statement showing the name of every employee of the company who- (i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate , was not less than one crore and two Lakhs rupees.||The particulars of employees and related disclosures:|
|(ii) if employed for the part of financial year, was in receipt of remuneration for any part of that year at a rate which, in the aggregate was not less than eight lakhs and fifty thousands rupees per month.||NIL|
|(iii) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, or as the case may be , at a rate , in the aggregate , is in excess of that drawn by the Managing Director or Whole -time Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company|
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration policy is stated as per Annexure E-3
28. Directors Responsibility Statement
Pursuant to the requirement under section 134 (3) (c) and section 134(5) of the Companies Act 2013, your Directors hereby report that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable &prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the said period.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) The Directors have prepared the Annual Account ongoing concern basis.
e) The Directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to place on record their appreciation towards the contribution of all the employees of the company and their gratitude to the companys valued customers , farmers, bankers, vendors, for their continued support and confidence in the company.
For Piccadily Sugar &Allied Industries Limited
|Place : New Delhi||Sd/- Madhu Sharma||Sd/- DevinderSharma|
|Date : 29/5/2019||Director||Wholetime Director &Chairman|
|DinNo07149078||Din No 03264719|
Annexure to the Directors Report for the year 2018-19
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION , FOREIGN EXCHANGE EARNINGS OUTGO IN ACCORDANCE WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988
(A) CONSERVATION OF ENERGY
-Modification of the processes, wherever feasible along with re-engineering of the plants were carried to reduce power & steam consumption.
-Minimize the losses of steam in the production.
-Installation of new motors in place of old motor -use LED Lamps instead of CFL Lamps.
-Old Air compressors replaced with new oil free air compressors of high efficiency.
-steps are being carried out to find out alternate source of energy.
(B) . Technology Absorption
(i) The efforts made towards technology absorption
To improve upon the raw material efficiency and better quality of its products continuous up gradation of technology is undertaken.
(ii) Benefits derived as a result of the above.
The simplified and improved processes reduce the cost of production with better quality.
Environment friendly processes are tried /developed.
(iii) Technology imported during the last 3 years.
The company has not imported any technology and is using well proved indigenous technology.
(C) Foreign Exchange Earning and Outgo
|Foreign Exchange Earning||Nil|
|Foreign Exchange Outgo||Nil|
For Piccadily Sugar & Allied Industries Limited
|Place : New Delhi||Madhu Sharma||Devinder Sharma|
|Date : 29/5/2019||Director||Whole time Director & Chairman|
|Din No 07149078||Din No 03264719|
|S. No||Name of Director||Ratio of remuneration to the median remuneration of the employees of the company|
|1||Sh. Devinder Sharma||4.13|
|2||Sh. Harvinder Singh Chopra||Nil|
|3||Sh.Jai Parkash Kaushik||Nil|
|4||Ms. Madhu Sharma||Nil|
|S. No||Name of Director/KMP||Ratio of remuneration to the median remuneration of the employees of the company|
|1||Sh. Sunil Kumar||-|
|2||Sh. Devinder Sharma||4.13|
Remuneration policy for Directors, Key managerial Personnel and other employees
This policy applies to the Board of Directors, Key managerial Personnel and Senior Management personnel of Piccadily Sugar &Allied Industries Limited."TheCompany"
This policy envisages the framework for nomination, remuneration and evaluation of Board of Directors, Key Managerial Personnel and Senior Management personnel as provided under provisions of Section 179(3) of Companies Act 2013 including rules thereof and Regulation 19 read along with Schedule II of the SEBI listing Regulations
1. Board means Board of Directors of the company.
2. "Committee" means Nomination and Remuneration Committee of the company as constituted or reconstituted by the Board fromtimeto time.
3. "Key managerial Personnel" (KMP) means:
a) Chief Executive officer or Managing Directororthe Manager
b) Whole time Director
c) Chief Financial officer
d) Company Secretary and
e) Such other officers as may be prescribed undertheAct from to time.
4. "Senior management Personnel" (SMP) means personnel of the company who are members of the core management team, excluding Board of Directors and are one level belowthe Executive Directors including "Functional heads"
III Appointment and Removal of Director, KMP&SMP
A. Directors 1.
The committee shall consider criteria such as qualifications, skills, expertise and experience of the person to be appointed as Director, KMP or at a senior management level and accordingly recommend to the Board his/her appointment.
2. The age of the person to be appointed as a Non executive Director shall not be less than 21 years and not more than 75 years. The Committee at its discretion may recommend to the Board for the continuation of Director for afurther term of appointment who has completed 75 years.
The age of the person to be appointed as an Executive Director shall not be less than 21 yearsand not more than 75 years
3. The appointment, tenure of Director/lndependent Director, removal, disqualification of any Director, KMP or at a senior Management Level shall be as per provisions and procedure laid down underthe rules made there underthe Companies Act 2013, Listing regulations orany other enactment for the time being in force.
4. All actions of the committee shall be made as recommendation to the Board of the company.
IV Board Diversity
The Board shall have an optimum composition of Directors by comprising expert from different fields viz finance, law, management, sales, marketing, engineering, research, technical operations or any other areas related to the company business.
The board shall ensure that there is a appropriate balance of skills, experience and knowledge so as to enable the Board to discharge its functions and duties effectively.
V Remuneration of Director, KMP and SMP
The Board of Directors of the company shall decide the remuneration of Executive /Non- Executive Directors on the basis of recommendation of the Committee subject to overall limits provided under the Companies Act 2013 and rules made there under, including any amendments, modifications and re-enactments thereto and in compliance with Listing regulations or any other enactment forthe time being in force.
The remuneration of Directors shall be approved by the shareholders of the company as & when required.
I. Executive Directors.
The Board of Director upon the recommendation of committee may appoint any Executive Directors, finalize/ vary terms & conditions, tenure subject to overall limits as prescribed underthe act.
a. Fixed salary
Each Executive Director shall be paid fixed salary consisting of basic salary and such other allowances and perquisites as may be recommended by the committee and decided by the Board and performance evaluation of each Executive Director from time to time, subject to overall limits as prescribed undertheAct.
Option 1. The salary may be revised annually. Or
Option 2. The salary shall remain fixed forthe tenure of Executive Directors
The Board may approve payment of commission subject to limits provided under the Act. The eligibility and amount of commission to be paid to each Director shall be recommended by the committee on the basis of performance evaluation of the Director undertaken by the committee and the Board.
c. Non monetary benefits
Executive Directors may be entitled to club membership, company vehicle with Driver, petrol reimbursement, vehicle maintenance, telephone expenses, fax, internet at residence, payment of mobile phone bills, fully furnished accommodation, house rent allowance in lieu thereof, reimbursement of gas, electricity bills, reimbursement of medical expense
d. Separation/retirement benefits
Executive Director shall be eligible to the following perquisites which shall be included in the computation of the ceiling on remuneration provided in the Act:
(a) Contribution to Provident Fund, superannuation fund or annuity fund 1961 or any amendment thereof, to the extent these are either singly orputtogetherare not taxable underthe IncometaxAct
(b) Gratuity payable at a rate not exceeding one months salary for each completed year service and
(c) Encashment of Leave at the end of tenure.
In case of Loss or inadequacy of profits, the aforesaid perquisites shall not be included in computation of the ceiling on remuneration provided in the Act.
II. Non-Executive Directors:
The Company shall issue a letter of appointment to every Non-Executive Independent Director.
The components of payment of remuneration to Non-Executive Directors shall include:
a. Sitting fees:
Sitting fees may be paid for Board Meetings and any Committee Meetings attended by the Director. Different amount of sitting fees may be paid for different types of meetings within limits as prescribed under the Act.
Committee shall include Audit Committee, Nomination and Remuneration Committee Stakeholders Relationship Committee, Corporate Social Responsibility Committee or such Committees as may be constituted by the Board from time to time.
The Board may approve payment of commission subject to the limits provided in the Act. The eligibility and the amount of commission to be paid to each Director shall be recommended by the Committee on the basis of annual performance evaluation of the Director.
c. Professional fees:
Directors may be paid fees for services of professional nature, if in the opinion of Committee, the Director possesses the requisite qualification for the practice of the profession. Such professional fees shall not be considered as remuneration forthe purpose of Act.
B) Key Managerial Personnel and Senior Management Personnel
The Company shall issue an appointment letterto every KMP and SMP.
The remuneration components payableto KMP/SMP may be:
a) Fixed Salary:
Each KMP/SMP shall Be Paid Fixed Salary consisting of basic salary and such allowances and perquisites as per service rules of the Company. The band of the salary shall be determined according to the industry standards, market conditions, scale of Companys business relating to the position, educational parameters and experience in the industry as detailed in the service rules of the Company and such otherfactors as may be prescribed therein.
The same shall be reviewed annually based on the Companys annual appraisal policy.
b. Variable pay:
Aportion of the overall salary may be paid as variable pay to every KMP/SMP. This shall be as perthe Performance Linked Pay Scheme of the Company, which is designed to bring about increase in overall organizational effectiveness through alignment of Company, Functional and Individual objectives.
c. Perquisites/Other Benefits:
Perquisite /Other Benefits are benchmarked with Industry practices from time to time keeping an overall salary structure in mind. These may, include petrol reimbursement, vehicle maintenance, telephone, reimbursement of mobile phone bills, leave travel assistance and reimbursement of medical expenditure for self and family and such other benefits as per Company Policy. KMP/SMP may be entitled to personal accident insurance, group accident insurance coverage, medical insurance coverage, term insurance and such other benefits as per Company policy.
d. Annual Pay Revision /Promotion Evaluation of KMP/SMP shall be based on appraisal against stated Objectives/goals of the individual which in turn shall be aligned to the Functional and Enterprise Score Card. Key Result Areas (KRAs) are set at the beginning of the year in consultation with the Executive Director.
Pay revisions / promotions will be achievement oriented and will also have reference to industry benchmarks, where appropriate.
e. Separation/Retirement Benefits:
Separation /retirement benefits as per Company policy which shall include contribution to provident fund, superannuation, gratuity and leave encashment.
C) Directors and Officers Liability Insurance:
The Company will take Directors and Officers Liability Insurance or such insurance of like nature for indemnifying any of the Director, KMP and SMP against any liability in respect of any negligence, default, misfeasance, breach of duty or trust for which they may be guilty in relation to the Company. The premium paid on such insurance shall not be treated as part of remuneration payable to Managing Director, Whole time Director, Chief Executive Officer, Chief Financial Officer or Company Secretary, Provided that if any such person is proved to be guilty, the premium paid shall be treated as part of the remuneration.
D) Stock Options:
The Committee may recommend issue of stock options to Directors (other than Independent Directors and Promoter Directors),KMP/SMP,which may be granted by the Board subject to the compliance of the provisions of applicable laws.
VI. Criteria forevaluation of Board
The evaluation of Board shall be carried out annually as per the provisions of the Companies Act, 2013 rules thereof and the Listing Regulations. Performance evaluation of each Director will be based on the criteria as laid down from time to time by the Nomination and Remuneration Committee.
Criteria for performance evaluation shall include aspects such as attendance for the meetings, participation and independence, during the meetings, interaction with management, role and accountability, knowledge and proficiency and any otherfactoras may be decided by the Nomination and Remuneration Committee.
Further, performance evaluation of an Executive Director will also be based on business achievements of the Company.
VII. Amendment Based on the recommendation ofthe Committee, the Board reserves its right to amend or modify this Policy in whole or in part, at anytime, when it deems appropriate, in accordance with any amendment to the applicable provisions of the Companies Act,2013, including rules thereof and the Listing Regulations.