To,
Dear Members,
The Directors of your Company are pleased to present the 83rd Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ("F.Y.") ended March 31, 2024.
The performance of the Company is summarized below:
(Amount in lakhs)
| Particulars (Standalone) |
STANDALONE |
|
| For the year ended
2023 - 24 |
For the year ended
2022 - 23 |
|
| Income from Business Operations | 9,639.36 |
8,385.68 |
| Other income | 132.22 |
218.62 |
| Total Revenue | 9,771.58 |
8,604.30 |
| Total Expenditure | 9,039.22 |
8,063.53 |
| Profit before exceptional item and tax | 732.36 |
540.77 |
| Exceptional item | - |
124.21 |
| Profit before tax | 732.36 |
664.98 |
| Provision for Tax | 180.49 |
140.73 |
| Add/(Less) Deferred Tax Liability | 37.24 |
46.69 |
| Prior year tax adjustments (net) | 5.08 |
5.39 |
| Profit after Tax | 519.71 |
482.95 |
| Earning per Equity Share (Face Value: Rs. 50/-) | ||
|
Basic |
433.09 |
402.46 |
|
Diluted |
433.09 |
402.46 |
Note: Previous years figures have been regrouped / reclassified wherever necessary to correspond with the current years classification / disclosure.
The Company would like to reserve its profits for its growth and future expansion; and hence your Directors do not recommend dividend for the Financial Year.
The Board of Directors has decided to plough back the entire amount of profit in the business. In the year under review, the Company has not transferred any amount to the ‘General Reserves.
The Company achieved a turnover of Rs. 9,639.36 lakhs during the current year, as against Rs. 8,385.68 lakhs during the previous year. The profit during the year has been Rs. 545.75 lakhs as against Rs. 498.51 during the previous year 2022-23.
The Financial Statements of the Company for the F.Y. 2023-24 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Companies Act, 2013 ("the Act"). In accordance with the provisions contained in Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Notice of the Annual General Meeting, Standalone Financial Statements, Report of the Auditors and Board of Directors thereon are available on the website of the Company at www.polsonltd.com.
Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual report.
The global macro-economic scenario during the financial year 2023-24 was another period of subdued growth marked by high inflation and interest rates, geo-political tensions, concerns of recession and supply chain constraints. Despite international economic uncertainties, India is expected to continue to be the fastest growing large economy and a preferred market to attract future investments. The teams resilience in navigating through difficult environments has led to strong business results for your Company in the financial year 2023-2024.
As per market forecast the Chemical Industry is expected to grow at a CAGR 12% p.a. However, the market scenario has changed post the global economic slowdown and the geo political environment has contributed to fall in demand in the Eurozone. Thereby the exports have come down leading to a fall in turnover. The Company is continuously working to improve the performance. There have been efforts to identify new products and devise a better product mix. With the gradual improvement in the US and Europe Markets, the Company anticipates a better performance in the Financial Year 2024-25.
BUSINESS ACTIVITY:
The Company is engaged only in one segment which is of manufacturing synthetic organic tanning substance.
During the year under review, there have been no changes in share capital of the Company. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2024, was Rs. 60,00,000/- consisting of 1,20,000 Equity Shares of Rs. 50/- each. The shares of the Company are listed on the BSE Limited since July 03, 1995. Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year.
During the year under review, the Company does not have any subsidiary, associate Companies or Joint Venture. However, the Company is a subsidiary of M/s AJI Commercial Private Limited.
Pursuant to Section 134 of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:
Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.
The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.
The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Polson Management System (PMS) that governs how the Company conducts the business of the Company and manages associated risks.
According to Section 134 (5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by a company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
During financial year, the Company has appointed Mr. Girish Gaikwad, as an Internal Auditor w.e.f. February 14, 2023 to periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys internal financial control system also comprises due compliances with Companys policies, standard operating procedures and audit and compliance by an in house internal audit division. The Internal Auditor independently evaluated the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting to the Audit Committee of the Board. A MD and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibility to report deficiencies to the Audit & Committee and rectify the same. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
The Company has in place adequate internal financial controls with reference to financial statements.
Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Directors in compliance with SEBI Listing Regulations, 2015, as well as the Companies Act, 2013.
The composition of Board of Directors as on March 31, 2024 is as follows:
|
Category |
No. of Directors |
| Non-Executive Independent Directors | 2 |
| Non-Executive Non-Independent Directors |
1 |
| Executive Directors | 3 |
During financial year, Smt. Sushila Jagdish Kapadia (DIN: 02105539) has expired on December 19, 2023.
Post financial year Mr. Youhaan Amol Kapadia (DIN: 09509180) and Ms. Alka Shashikant Dhuri (DIN: 10657583) has been appointed as an Additional Non- Executive, Non-Independent Director and Non -Executive Woman Director respectively w.e.f. May 30, 2024.
Details about the directors being appointed / re-appointed are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.
None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.
In the opinion of the board, the independent directors possess the requisite expertise and experience and are people of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules made thereunder and are independent of the management.
Further, all the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon ("IICA") as notified by the Central Government under Section 150(1) of the Companies Act, 2013. Your Board confirms that, the independent directors fulfil the conditions prescribed under the SEBI Listing Regulations, 2015 and they are independent of the management.
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.
During the period under review the Board of Directors met 10(Ten) times viz. on April 08, 2023; April 19, 2023; May 22, 2023; May 30, 2023; August 14, 2023; October 03, 2023; November 10, 2023;
January 18, 2023; February 13, 2024, and March 28, 2024 the details of the meetings of the board of director of the company convened during the financial year 2023-24 are given in the Corporate Governance Report which forms part of Annual Report.
Pursuant to provisions of section 152 of the Act, and in terms of the Memorandum and Articles of Association of the Company, Mr. Dhau Lambore (DIN: 02274626 ) Non-Executive, Non- Independent Director is liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves himself for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 83rd AGM of the Company, for a brief profile of the Director.
A meeting of the Independent Directors was held on March 28, 2024 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations,
2015. The terms of reference of the Independent Directors includes various matters in conformity with the statutory guidelines including the following:
Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
The Company has adopted/established vigil mechanism/Whistle blower policy under the provision of Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Directors and Employees. The vigil mechanism/Whistle blower policy provides adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and provides direct access to the Chairperson of the Audit Committee. The said policy has been posted on the website of the Company at the web link (https://www.polsonltd.com/investor.htm).
The Company affirms that none of the personnel has been denied access to the Audit Committee Chairman.
The Company is committed to maintain the highest standards of adhering to Corporate Governance as per the requirements set out by the SEBI Listing Regulations. The Company has complied fully with Corporate Governance requirements under the SEBI Listing Regulations. A separate section on Corporate Governance practices followed by the Company together with a Certificate from Statutory Auditor and Management Discussion and Analysis as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are annexed as Annexure A and form part of this Annual Report.
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.
The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the financial statements for the year ended March 31, 2024 are prepared in accordance to the same.
Your Company has complied with Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 of the stock exchanges. A report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 along with Independent Auditors Certificate on compliance with the Corporate Governance, forms part of this Annual Report.
Board diversity
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website (https://www.polsonltd.com/investor.html)
Polsons Code of conduct for the prevention of insider trading
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
Policies
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (https://www.polsonltd.com/investor.htm). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are detailed in Annexure B to this report.
The information as required under Section 134(3) (m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are detailed in Annexure C to this report
The provisions of section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, if any are forming part of the financial statements.
All related party transactions that were entered into by the Company during the financial year 2023- 24 were on an arms length basis and were in the ordinary course of business, to serve and mutual needs and the mutual interest.
For the details of the related party transactions, please refer Note No. 47 of Notes to accounts to the Standalone financial statements. The Audit committee has given its omnibus approval for the transactions which could be envisaged.
The company policy on dealing with Related Party Transactions as required under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed on companys website and a web link thereto is www.polsonltd.com.
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure E to this Report.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 is available on Companys website at http://www.polsonltd.com/.
The shareholder at their Eighty First (81st) Annual General Meeting held on September 30, 2022 approved re-appointment of M/s. R. G. B. & Associates, Chartered Accountants (FRN. 144967W) as Statutory Auditors of the Company for a period of five years from the conclusion of Eighty First (81st) Annual General Meeting till the conclusion of the Eighty Sixth (86th) Annual General Meeting.
The Statutory Auditors, M/s. R. G. B. & Associates, chartered Accountants (FRN. 144967W) have successfully completed their first term of Appointment. Accordingly, M/s. R. G. B. & Associates, Chartered Accountants, has been re-appointed for second and final term of 5 yrs to hold office till the conclusion of 86th AGM i.e. for five consecutive AGM.
The Board has duly reviewed the Statutory Auditors Report on the financial statements including notes to the financial statements. The Report given by the Auditors on the financial statements of the Company forms part of this Report. The notes on financial statements referred to in the Auditors Report are suitable explained in notes to the accounts and are self-explanatory
Directors comment on Auditors Observation
| Auditors observation | Directors comment |
| The company has not maintained proper records of Fixed Assets. | The Company is in process of maintaining records of fixed assets and the same will be updated shortly. |
As the Company has not maintained the Fixed Asset Register, we are unable to get the list of all immovable properties held by the Company and its Title Deeds. |
All the title deeds of immovable properties are held in the name of the Company. The Company is in process of maintaining records of fixed assets. |
| Few Discrepancies in physical verification of inventories as compared to book records | The discrepancies has been properly dealt with in the books of accounts. |
Further, No fraud was reported by the Auditors of the Company to the Audit Committee pursuant to section 143(12) of the Act.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024.
The Secretarial Audit Report is annexed and detailed in Annexure G to this reportherewith. The qualifications provided in the report are self-explanatory and the Company shall endeavor its best to make the requisite compliances.
Further, pursuant to the circular issued by the SEBI dated 8 February, 2019, Secretarial Auditor has issued the "Annual Secretarial Compliance Report" for the year ended on March 31, 2024 and the same was submitted to the stock exchange in time.
The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder.
Mr. Girish Gaikwad, was appointed as an Internal Auditor w.e.f. February 14, 2023.
Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining director attributes and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Board Diversity and Remuneration Policy, has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board and to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees are reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The said Policy is available on the website of the Company and can be accessed at the web link: www.polsonltd.com
The performance evaluation of the Board of Directors was conducted by the entire Board (excluding the director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration SEBIs Guidance. Note on board evaluation and inputs received from the directors, covering various aspects of the Boards functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the director; active participation and contribution during discussions and governance.
For the financial year 2023-24, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory to the Board.
Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).
The company has complied with the Minimum Public Shareholding ("MPS") requirement as specified in Rule 19(2)and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 as mandated under Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has complied with the provisions relating to constitution of Internal Complaint Committee ("ICC") under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act 2013. The ICC comprises of internal as well as external members.
Disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year under Report are as under:
| Particulars | No. of Complaints |
| Number of complaints filed during the financial year |
2 |
| Number of complaints disposed of during the financial year |
2 |
| Number of complaints pending as on end of the financial year |
Nil |
Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company has been continuously taking various steps to develop and adopt safer process technologies and unit operations. Your Company is making continuous efforts for adoption of safe & environmental friendly production processes. Monitoring and periodic review of the designated SHE Management System are done on a continuous basis.
Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other members also to register themselves for receiving Annual Report in electronic form.
There have been no 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.
NO SIGNIFICANT OR MATERIAL ORDER WAS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant or material order was passed by the regulators or courts or tribunals which impact the going concern status and the Companys operation in future.
During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year;
In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.
Your Directors are grateful to the Investors for their continued patronage and confidence in the Company over the past several years. Your Directors also thank the Central and State Governments, other Statutory and Regulatory Authorities for their continued guidance, assistance, co-operation and support received.
Your Directors thank all our esteemed clients, associates, vendors and contractors within the country and overseas for their continued support, faith and trust reposed in the professional integrity of the Company. With continuous learning, skill upgradation and technology development Company will continue to provide world class professionalism and services to its clients, associates, vendors and contractors.
Your directors also wish to convey their sincere appreciation to all employees at all levels for their dedicated efforts and consistent contributions and co-operation extended and is confident that they will continue to contribute their best towards achieving still better performance in future to become a significant leading player in the industry in which Company operates.
For and On behalf of the Board of Directors of Polson Limited
Place: Mumbai
Date: August 14, 2024
Sd/- Sd/-
Youhaan Kapadia Amol Kapadia Director Managing Director
DIN: 09509180 DIN: 01462032
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