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PG Foils Directors Report, PG Foils Reports by Directors
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PG Foils

BSE: 526747|ISIN: INE078D01012|SECTOR: Aluminium
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Directors Report Year End : Mar '16    Mar 15

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the shareholders.

Dear Shareholders,

The Board presents its 37th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31 st I March, 2016.

FINANCIAL HIGHLIGHTS

(Rs, in Lacs)

Particulars

2015-16

2014-15

Total Revenue

21730.38

25837.90

Total Expenses

Profit/(Loss) before Depreciation,

21047.89

24351.14

Tax and Extraordinary Items

682.49

1486.76

Less: Depreciation Profit/(Loss) before Taxation and

274.79

239.14

Extraordinary Items

407.70

1247.62

Add: Extraordinary Items

999.94

(440.03)

Profit before Tax

1407.64

807.59

Less: Current Tax

482.31

356.27

Less/Add): Deferred Tax

(43.51)

(10.20)

Profit for the year

968.84

461.52

DIVIDEND AND TRANSFER TO RESERVES The Company has not transferred any amount to General Reserve during the year. During the year Board of Directors declared interim dividend of Rs. 1.00 per Equity share of Rs. 10/- cach on I 12th February, 2016 which has been paid. No final dividend was recommended by the Board and the interim dividend declared be the Dividend on the Equity Shares of the Company for the Financial year ended March, 2016.

OPERATIONS (GENERAL REVIEW)

During the year your company achieved a Cross turnover I excluding trading turnover of Rs. 232.44 Crores as against Rs. I 239.12 Crores in the previous year.

Profit before tax for the year is Rs. 14.08 Crores compared to profit of Rs. 8.08 Crores in last year, higher mainly due to I extraordinary receipts.

Exports have decreased to Rs. 1710.85 Lacs from Rs. 1806.59 Lacs in last year.

ISO 9001 -2008 CERTIFICATION

i The company have been awarded ISO 9001:2008 certificate on 01 st May 2012 by BVQI.

DIRECTORS

Pursuant to the requirements of the Companies Act, 2013 and I Articles of Association of the Company, Shri Sahil R Shah and Smt Sakshi S Shah are liable to retire by rotation at the forth coming Annual General Meeting and being eligible, offers them self for re-appointment.

Further The Board of Directors re-appointed Shri Abhay P Shah (DIN 00160590) as Whole-time Director of the Company with I designation Executive Director for a further period of five years effective from April 30, 2016 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 for throwing Annual General Meeting.

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 Company''s 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 Big share 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 31 st March 2016 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 Lo 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 31 st March 2016 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 the CSR Report as 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 Membersand Senior Management Personnel;

ii) Management Discussion and Analysis;

iii) Report on Corporate Governance and;

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

PARTICULARS OF LOAN, INVESTMENT & GUARNTEE

The company have complied with all the provisions of seclion I 18b of companies act 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31 st March 2016.

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

RELATED PARTY TRANSACTION

The particulars of Contracts or Arrangements made with related I parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 45 and is attached to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS I The Company has adequate internal fanatical control procedures I commensurate with its size and nature of business. The Company I has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard I Operating Procedures (SOP). The SOPs are designed for all I critical processes across all its plants and offices wherein financial I transaction are undertaken. The financial controls are tested for I 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 I the Board that they fulfil all the requirement as stipulated in Section 149(6) of the Companies act, 2013 so as to qualify I themselves to be appointed as Independent Directors under the provisions of the Companies act, 2013 and the relevant rules. AUDITORS

I M/s Sharma Ashok Kumar & Associates, Charted Accountants, Pali the Auditors of the Company, to audit the accounts of the I company for the Financial Year 2015-16. As required under the I provisions of the Section 139 of the companies act 2013, the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates, Chartered Accountants, Pali aware I that their appointment if made would be in conformity with the limits specified in the Section.

AUDITOR''S REPORT I Observations in the Auditor''s Report read with relevant notes forming part of the accounts are self-explanatory and give the I required information.

COST AUDIT

M/s. Rajesh & Company, Cost Accountants, Jaipur have been I appointed for auditing cost accounting records of the Company for the year ending 31st March, 2017. 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 I Accountants, Jaipur. I

The due date for filing of the Cost Audit Reports for the financial year 2015-16 was 30th September, 2016. The Company has filed the Reports with the Ministry of Corporate Affairs within due dale.

The Company has received letter from Cost Auditor to the effect that their re-appointment, 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 re-appointment. ;

SECRETARIAL AUDIT

During the year under review, M/S M Sancehti & 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 31,2016. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

PREVENTION OF SEXUAL HARASSMENT POLIO’

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 2015-2016, 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 | sub-section (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 d. ep 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 under standing shown by the Members in the Company.

REGISTERED OFFICE

6, Neptune Tower, By order of the Board

Ashram Road, For P G Foils Limited

AHMEDABAD-380 009

Place : Rpalia Kalan ( PANKAJ P SHAH )

Date : August 13, 2016 Managing Director

DIN 00160558

Source : Dion Global Solutions Limited
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