Pearl Polymers Director Report
BSE:523260 | NSE:PEARLPOLYEQ | IND:Plastic Intermediaries/Products | ISIN code:INE844A01013 | SECT:Plastics
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Your Directors are pleased to present the 52nd Annual Report of Pearl Polymers Limited (“the Company”) for the financial year ended March 31,2023.
FINANCIAL SUMMARY
The Company''s financial performance for the financial year ended March 31,2023 in comparison to previous financial year is summarized below:
(Rs. in Lakhs)
Particulars |
2022-23 |
2021-22 |
Total Revenue |
1949.40 |
10477.17 |
Total expenses |
2752.57 |
7690.65 |
Profit/(loss) before exceptional items and tax |
(803.17) |
2786.52 |
Less: Tax Expenses |
14.10 |
602.14 |
Profit/Loss after tax |
(817.27) |
2184.38 |
STATE OF THE COMPANY’S AFFAIRS/ CHANGES IN THE NATURE OF BUSINESS, IF ANY
The Financial results for the year 2022-23 are not comparable with that for the year 2021-22 due to completion of slump sale transaction with Manjushree Technopack Limited (“MTL”). On April 12, 2021, the transaction of slump sale was completed, at a lumpsum amount of Rs. 8758.72 Lakhs without values being assigned to any individual assets and liabilities. During the year under consideration on Standalone basis your Company has achieved total Revenue of Rs. 1949.40 Lakhs as against Rs. 10477.17 Lakhs in the relevant previous financial year. There is a net loss of Rs. 817.27 Lakhs as compared to net profit of Rs. 2184.38 Lakhs in the previous year.
ECONOMIC OUTLOOK, KEY CHALLENGES AND RESPONSE
The industry''s performance is often closely tied to the overall global economic situation. Economic growth or recession can impact consumer spending on non-essential items like pet-bottles and kitchenware. India''s beverage and packaged food industries were experiencing robust growth, which was driving the demand for PET bottles and jars. The convenience and cost-effectiveness of PET packaging contributed to this trend.
The Indian government had initiated campaigns like Make in India and Atmanirbhar Bharat (self-reliant India) to boost domestic manufacturing, which could benefit the PET packaging industry. There was increasing pressure on industries to adopt more sustainable and eco-friendly practices due to concerns about plastic waste and pollution. This posed a challenge to PET manufacturers as PET is a type of plastic.
Innovations in materials, manufacturing processes, and distribution channels can significantly impact the industry''s competitiveness. There is a growing demand for sustainable and circular solutions in the plastic industry, such as the use of recycled materials, biodegradable plastics, and closed-loop recycling systems. The PET industry is sensitive to fluctuations in the prices of raw materials, such as petrochemicals. Any substantial increase in these costs could affect profitability.
The PET packaging industry in India was highly competitive, with many players vying for market share. Maintaining competitiveness while meeting sustainability goals was a challenge. Manufacturers needed to invest in modern machinery and technology to enhance efficiency and reduce production costs.
India is going digital and the pandemic has accelerated this shift. Even before the COVID-19 pandemic, India’s e-commerce sector had begun to gain immense traction as people swayed from physical shopping and gravitated towards online shopping. The pandemic accelerated this adoption of e-commerce and India, today, is one of the fastest-growing e-commerce markets in the world with an estimated 330 million online shoppers.
Consumers are flocking online for almost all their needs - from groceries and essentials to clothing and accessories. Moreover, goods that will come in useful during long periods at home are seeing increased sales.
Brands have been compelled to develop an online presence even if they had none before. This has led to a massive spurt in Direct to Consumer (D2C) brands.
The economy is now enabling people to cater to niche segments of consumers economically and there is also a rise in digital entrepreneurs. Brands are also realizing the need to approach consumers directly rather than going to marketplaces to build private labels. Moreover, payment infrastructure and integration with multiple payment options and the demand for niche products has led to the surge in the number of D2C brands.
We are proud to have bought a new thought process to the Indian kitchen by making the first safe, transparent, unbreakable, odorless plastic jars & bottles. We have been expanding our range to include trendy steel, glass, biodegradable and other products. Pearlpet is synonymous with quality and consumer satisfaction as the leading manufacturer of kitchen jars, containers, bottles, and other storage solutions. Pearlpet is the one-stop-shop for those seeking safe and durable storage solutions. We also produce durable products in rust-free materials and are the pioneers of primary food packaging in India. Constantly seeking to improvise and grow, Pearlpet is heavily focused on innovating through its thorough R&D department, accelerating Pearlpet towards the international market and garnered several awards nationally and internationally. Taking pride in our products'' utility to our consumers, Pearlpet has made conscious choices to develop and produce air-tight, highly durable, and 100% recyclable products.
RESERVES
The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31,2023 stood at Rs. 1985.54 Lakhs. No amount is proposed to be transferred to reserves during the year.
DIVIDEND
In the view of losses, the Board of Directors has not recommended any dividend on equity shares for the year under review.
SHARE CAPITAL
The Company’s Capital Structure remains unchanged during the financial year 2022-23.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT
There are no material changes and commitments that affect the financial position of the Company between the date of closure of Financial Year and the date of this report.
MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There was no order passed by any regulatory authority or court or tribunal against the Company, impacting the going concern status and future operations of the Company.
DEPOSITS
Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of fixed deposit remaining unpaid /unclaimed for a period of seven years has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. Further, the Company has uploaded the necessary information in respect of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the Company’s website at https:// pearlpet.net/about-us/#investor-relations
CORPORATE SOCIAL RESPONSIBILITY
The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified under Schedule VII of the Companies Act, 2013, the policy is available on the website of the Company https://pearlpet.net/about-us/tfinvestor-relations. The Annual Report on CSR activities is annexed as Annexure - ‘III’ and forms an integral part of this report.
HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES
The Company has no Holding, Subsidiary, Associate or Joint Venture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes took place in the Board and Key Managerial Personnel of your Company:
i. Mr. Aman Thakran was appointed as Company Secretary and Compliance Officer of the Company of the Company with effect from May 26, 2022.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Amit Seth, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume of Mr. Amit Seth as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 52nd Annual General Meeting of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and Listing Regulations and possess relevant expertise & experience and are independent of the management.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board pursuant to Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of evaluation. Any member of the Board did not participate in the discussion of his/her evaluation. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated.
A meeting of the Independent Directors was also held, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairperson on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.
NOMINATION AND REMUNERATION POLICY
Your Company has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013, which provides for the appointment and removal of Directors, Key Managerial Personnel &senior management, board diversity and their remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. The remuneration paid is as per the Policy. The details of such policy can be viewed on the Company''s website https://pearlpet.net/about-us/#investor-relations.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 4 (Four) times during the financial year 2022-23, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
A separate meeting of the Independent Directors was also held to review the performance of Non-independent Directors and overall performance of the board.
AUDIT COMMITTEE
The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
The Company has put in place a policy and 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 continuing basis. There are no risks which in the opinion of the Board threaten the existence of the Company. Your Company has an Internal Financial Control System which was operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
INSIDER TRADING CODE
The details regarding insider trading code are given in the Corporate Governance section of the Annual Report. Your Company has also adopted a policy for determination of legitimate purposes in line with the PIT (Amendment) Regulations, 2018 as a part of Code of practices and procedures of fair disclosures of unpublished price sensitive information.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company has a policy on whistle blower and vigil mechanism for providing a framework to promote responsible and secure whistle blowing. It protects Directors and employees wishing to raise a concern about serious irregularities within the Company. The Policy is available on the Company’s website at https://pearlpet.net/about-us/#investor-relations.
During FY 2022-23, no complaint was received. Further, no individual was denied access to the Audit Committee for reporting concerns, if any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT), 2013
Your Company has a policy on prevention of Sexual Harassment in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the financial year 2022-23.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - ‘IV’ and forms an integral part of this Report. A statement comprising the names of top 10 employees and other details in terms of remuneration drawn in terms of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this annual report but the said statement is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company on any working day of the Company up to the date of the ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of 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 the rules there under, are provided in Annexure -‘I’ to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of the Company, to the best of their knowledge and belief confirm that:
I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 that period;
III. The Directors have taken proper and sufficient care 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;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. The Directors have laid down internal financial controls which were followed by the Company and such internal financial controls are adequate and were operating effectively; and
VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
AUDITORS
a) Statutory Auditors
Statutory Auditors and Auditor’s Report
The shareholders of the Company at 51st AGM held on September 29, 2022 had appointed M/s. Nikhil Goel & Associates (ICAI Registration No-020934C), as the Statutory Auditors of the Company for a term of 5 years.
The Notes on financial statement referred to in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer. There are no frauds reported in the reports of the Auditors as mentioned under subsection (12) of Section 143 of the Act.
(Note: The Company received an intimation dated 29th July, 2023, from the statutory auditors of the Company M/s Nikhil Goel & Associates, Chartered Accountants (FRN: 020934C) that the firm stands reconstituted from Proprietorship Firm to a Partnership Firm w.e.f 1st June, 2023 and the name of the Firm has been changed from M/s Nikhil Goel & Associates to Goel Goyal and Co. w.e.f. 14th June, 2023. They further communicated that the Registration Number of the Firm (FRN: 020934C) remains the same. It is to bring into the notice that the Financial Statements for the financial year 2022-23 have been signed by Mr. Nikhil Goel in the capacity of being the Proprietor at the time of signing the financials)
b) Secretarial Auditor
''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 appointed Ms. Rashmi Sahni (Certificate of Practice No. 10493) Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2022-23. Copy of Secretarial Audit Report is annexed as Annexure-‘II’ to this report
The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.
c) Internal Auditor
During the year under review Internal Auditors, Nikhil Goel & Associates tendered their resignation from the office of Internal Auditor w.e.f 2nd August, 2022, citing the reason to pursue better opportunities. Consequently, the Board of Directors of the Company in its meeting held on 14th November, 2022, appointed Sehgal Mehta and Co., as the Internal Auditors of the Company, effective from the same date.
d) Cost Auditor
The provisions regarding maintenance of Cost Records and conducting the Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company.
COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (“ICSI”) SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its Committee(s) and General Meetings.
STATUTORY COMPLIANCES
The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non-compliances, if any.
RELATED PARTY TRANSACTIONS
During the year, there were no transactions with related parties which were not at arm’s length and not in the ordinary course of business as per the provisions of section 188 of the Companies Act, 2013 or materially significant or which were in conflict with the interests of the Company and that require an approval of the Company’s shareholders in terms of the Companies Act or SEBI Listing Regulations. Accordingly, the disclosure of the transactions in Form AOC-2 is not applicable to your Company.
All Related Party Transactions are placed before the Audit Committee and the Board for review and approval. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The detailed policy on Related Party Transactions is available on the website of the Company at https://pearlpet.net/about-us/#investor-relations. The details regarding Related Party Transactions are contained in the Notes to Financial Statements.
ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company’s website at https:// pearlpet.net/about-us/#investor-relations.
CORPORATE GOVERNANCE REPORT
A Separate report on Corporate Governance along with certificate from Ms. Rashmi Sahni, Practicing Company Secretary confirming compliance with the requirement of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 as amended from time to time, forms an integral part of the Annual Report.
CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion & Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.
Last but not least, your Directors wish to place on record their warm appreciation to you for your continuous support and encouragement.
For & on behalf of the Board of Directors
Udit Seth
Place: New Delhi Chairperson and Managing Director
Date: 8th August, 2023 (DIN: 00005403)
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