Mar 31, 2018
To the Members,
The Directors are pleased to present the 29th Annual Report and Audited Financial Statements for the financial year ended 31st March 2018, together with the Auditorsâ Report thereon.
WORKING RESULTS OF THE COMPANY (STANDALONE)
(Rs. in Crore)
Particulars |
2017-18 |
2016-17 |
Income from operations |
710.77 |
858.14 |
Other Income |
48.02 |
45.35 |
Profit before Tax |
6.78 |
18.16 |
Provision for Tax |
4.11 |
1.15 |
Profit After Tax |
2.66 |
17.01 |
Other comprehensive income |
(0.42) |
(0.02) |
Total comprehensive income |
2.24 |
16.99 |
Transfer to General Reserves |
---- |
--- |
WORKING RESULTS OF THE COMPANY (CONSOLIDATED)
(Rs. in Crore)
Particulars |
2017-18 |
2016-17 |
Income from operations |
1496.04 |
1538.06 |
Other Income |
47.56 |
30.09 |
Profit before Tax |
32.40 |
49.21 |
Provision for Tax |
9.32 |
7.22 |
Profit After Tax |
23.09 |
41.99 |
Other comprehensive income |
(1.70) |
(4.12) |
Total comprehensive income |
21.39 |
37.87 |
STATE OF THE AFFAIRS OF THE COMPANY
During the year, your Companyâs consolidated income from operations was Rs. 1496.04 Crore as against Rs. 1538.06 Crore in the previous year and Net Profit Rs. 23.09 Crore as against Net Profit Rs. 41.99 Crore in the previous year.
The income from operations for the year under review for the Company on Standalone basis was Rs. 710.77 Crore as compared to Rs. 858.14 Crore in the previous year and Net Profit Rs. 2.66 Crore as compared to Net Profit Rs. 17.01 in the previous year.
Pearl Global Industries Limited (PGIL) is one of the Indiaâs largest listed garment exporters, manufacturing from multiple sourcing regions within India and countries within South Asia. A preferred long-term vendor to most leading global brands, we are amongst the leading player in our Industry. Our mainstay business is to create value from competitively manufacturing and exporting fashion garments to leading global brands. We have now also ventured into e-retail through established digital channels and our own e-com portal SbuyS.in, giving consumers access to global fashion at attractive values.
Our product range includes knits, woven and bottoms (basic and complex designs) across men, women and kids wear segments. We have a well diversified and de-risked manufacturing base across India, Indonesia and Bangladesh. We have a total capacity to manufacture around 5.5 million garments per month (including own and outsourced facilities).Our revenue structure is primarily export based, with a major contribution coming from exports to the United States and Europe . We provide total supply chain solutions to customers-value retailers and high end fashion brand, retails in the United States and Europe. Our business model enables us to offer superior quality products across various countries, catering to all kinds of consumers. Our esteemed global clientele includes premium retailers in USA and Europe, including GAP, Banana Republic, Kohlâs, Macy, Ralph, Lauren, Tom Tailor and next among others.
We strive to be the most preferred vendor to the top global apparel brands and be ranked amongst the top garment manufacturers in the world, in terms of quality, service standards and ultimately-customers satisfaction, keeping in line with our broader vision.
We are geographically well positioned to produce from the most cost effective supply bases in Asia, keeping us highly competitive and relevant to our customers. We expect to maintain and step up our profitability from superior value added products and meticulous management of our costs and processes.
DIVIDEND
The Board of Directors recommend a dividend Rs.2/- per equity share for the year 2017-18 amounting to Rs.433.28 Lakhs (exclusive of tax on dividend).The dividend payout is subject to approval of the members at the forthcoming Annual General Meeting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mrs. Shefali Seth and Mr. Vinod Vaish, Directors, would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.
The Board of Directors of your Company met four times on May 26, 2017, September 12, 2017, December 13, 2017, and February 14, 2018 during the financial year 2017-18.
DIRECTORSâ IDENTIFICATION NUMBER (DIN)
The following are the Directors Identification Number (DIN) of your Directors:
Mr. Deepak Seth |
- 00003021 |
Mr. Chittranjan Dua - |
00036080 |
Mr. Pulkit Seth |
- 00003044 |
Mr. Abhishek Goyal - |
01928855 |
Mrs.Shefali Seth |
- 01388430 |
Mr. Rajendra Kumar Aneja - |
00731956 |
Mr. Anil Nayar |
- 01390190 |
Mr. Vinod Vaish - |
01945795 |
The Company has received necessary declaration from each independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6) of the Companies Act, 2013.
The Nomination and Remuneration Committee and the Board of Directors in their meetings held on 13th December, 2017, have approved the re-appointment Mrs. Shefali Seth as
Whole-Time Director of the Company for a further period of Three years with effect from 19th January, 2018. Necessary Resolution for re-appointment of Mrs. Shefali Seth as Whole-Time Director is proposed in the Notice calling 29th Annual General Meeting for approval of the Shareholders.
The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure-I with this report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Rules made there under.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal control system commensurate with the size, scale and complexity of operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
AUDIT COMMITTEE
The Audit Committee comprises Three Non-executive Independent Directors and one Executive Director, namely Mr. Anil Nayar, Chairman, Mr. Abhishek Goyal, Mr. Rajendra Kumar Aneja and Mr. Vinod Vaish, as Members of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM
The Company has set up a Vigil Mechanism, which also incorporates a whistle blower policy in terms of Listing Agreement/Regulations made by the SEBI. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone no. or a letter through to the Vigilance Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs website at the link: http://pearlglobal.com/investors/policy
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Companyâs website at http://pearlglobal.com/investors/policy
Your Company has identified an area of education for underprivileged children and Promoting gender equality and empowering women under CSR activities. The Company had earmarked Rs. 27.00 Lakh for spending under CSR activities for the financial year 2017-18, which has been fully utilised.
The Annual Report on CSR activities is annexed herewith as Annexure-II.
SUBSIDIARY COMPANIES
During the year under review, one Company has become step down subsidiary of the Company, namely, Pearl Global Vietnam Company Limited.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company. These financial statements will also be kept open for inspection by any member at the Registered Office of the Company.
The financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
The Policy of determining material subsidiaries as approved may be accessed on the Companyâs website at http:// pearlglobal.com/investors/policy
STATUTORY AUDITORSâ REPORT
The Auditorsâ Reports (Consolidated & Standalone) for the financial year ended 31st March, 2018 do not contain any qualification, reservation or adverse remark. The Auditorsâ Reports are enclosed with the financial statements in this Annual Report.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s B.R. Gupta & Co. Chartered Accountants, New Delhi (Regn. No. 008352N) were appointed as Statutory Auditors of the Company, by the members of the Company in their 28th Annual General Meeting held on 28th September, 2017, for a period of five years, with effect from financial year 2017-18.
The requirement of ratification of appointment of Statutory Auditor at every annual general meeting has been dispensed with enactment of provisions of the Companies (Amendment) Act, 2017, with effect from 7th May, 2018.
SECRETARIAL AUDITOR
The Board has appointed Mr. Deepak Somaiya, Practising Company Secretary, proprietor of M/s. Deepak Somaiya & Co., to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as Annexure-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
INTERNAL AUDITOR
The Board has appointed M/s. Narula & Gupta, Chartered Accountants, New Delhi (FRN 013532N), as Internal Auditor for the financial year 2017-18.
EXTRACTS OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-IV to this Report.
Pursuant to the provision of Section 92(3) of the Companies Act, 2013, as amended, Annual Return is placed at Companyâs website at http://www.pearlglobal.com/investors/annual-return
RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year were in ordinary course of the business and on armâs length basis. No material related party transactions were entered during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company.
Members may refer to note no. 47 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS-24.
A disclosure on related party, as required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is annexed as Annexure-V.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 is annexed as Annexure-VI.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from Public or Shareholders during the year, nor has any unclaimed or unpaid deposits at the end of the financial year.
RISK MANAGEMENT
The Company has implemented procedures and policies in place for risk management including identifying risk which may threaten the existence/operations of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors state that:
a) in the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures. There are no material departures from the same;
b) 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 at the end of the financial year 31st March, 2018 and of the profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care 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 for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
LISTING
The shares of your Company are listed at BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2017-18 have been paid.
REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Pvt. Ltd is Companyâs Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the Company is given separately under the head âManagement Discussion and Analysisâ.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed as Annexure-VII to this report.
Particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed as Annexure- VIII to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) is annexed as Annexure-IX to this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE
Pursuant to the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, 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. There were no complaints received during the financial year 201718.
ACKNOWLEDGEMENT
The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.
For and on behalf of the Board
for PEARL GLOBAL INDUSTRIES LIMITED
(VINOD VAISH) (PULKIT SETH)
Whole-Time Director Managing Director
DIN 01945795 DIN 00003044
Place: Gurugram
Date: May 29, 2018
Mar 31, 2015
The Directors are pleased to present the 26th Annual Report and
Audited Financial Statements for the year ended 31st March 2015,
together with the Auditors' Report thereon.
WORKING RESULTS OF THE COMPANY (STANDALONE)
(Rs,in crore )
Particulars 2014-15 2013-14
Income from operations 623.99 663.44
Other Income 27.82 22.04
Profit before Tax 15.17 15.47
Provision for Tax 4.95 0.75
Profit After Tax 10.22 14.72
Transfer to General Reserves -- 1.10
WORKING RESULTS OF THE COMPANY (CONSOLIDATED) (Rs,in crore)
Particulars 2014-15 2013-14
Income from operations 1,023.74 4,698.95
Other Income 24.05 65.28
Profit before Tax 34.21 50.76
Provision for Tax 9.90 06.70
Profit After Tax 24.31 44.06
Minorities Share in (Profit)/Loss 0.75 (5.42)
Profit for the year 25.06 38.64
Consolidated results for the year ended 2013-14 are prior to Scheme of
Arrangement for demerger with PDS Multinational Fashions Limited. Hence
figures for 2014-15 are not comparable with previous year.
STATE OF THE AFFAIRS OF THE COMPANY
Pearl Global Industries Limited is one of India's largest listed
garment exporters, manufacturing from multiple sourcing regions within
India and countries within South Asia. A preferred long- term vendor to
most leading global brands, we are amongst the leading players in our
industry. Our mainstay business is to create value from competitively
manufacturing and exporting fashion garments to leading global brands.
We have now also ventured into e-retail through established digital
channels and our own e-com portal "Sbuys.in", giving consumers access
to global fashion at attractive values.
Our product range includes knits, woven and bottoms (basic and complex
designs) across men, women and kids wear segments. We have a
well-diversified and de-risked manufacturing base across India,
Indonesia and Bangladesh. We have a total capacity to manufacture
around 5 million garments per month (including own and outsourced
facilities). Our revenue structure is primarily export based, with a
major contribution coming from exports to the United States. We provide
total supply chain solutions to customers  value retailers and
high-end fashion brand retails in the United States and Europe. Our
business model enables us to offer superior quality products across
various countries, catering to all kinds of consumers. Our esteemed
global clientele include premium retailers in USA and Europe, including
GAP, Banana Republic, Kohl's, Macy, Ralph Lauren, Tom Tailor and Next,
among others.
We strive to be the most preferred vendor to the top global apparel
brands and be ranked amongst the top garment manufacturers in the
world, in terms of quality, service standards and ultimately - customer
satisfaction, keeping in line with our broader vision. With additional
capacities and promising growth in new markets and geographies, we
bettered our operational performance during the year. We continued to
amplify our strengths, while diversifying our footprint in the global
market.
Currently, ~90% of our sales are accounted by United States. However,
the seasonal decline in sales of wovens during the fall season
(August-November) results in lower capacity utilization at our Indian
facilities. Hence, we are continuously endeavoring to diversify our
sales to newer geographies in Australia, UK, Germany, Canada, Mexico,
Chile and South Africa.
Our Manufacturing Facilities
Country Name Factories Capacity Mn
Pieces / Month Machines
India Pearl Global 7 1.68 4,500
Bangladesh Norp Knit 5 1.8 3,400
Indonesia PT Pinnacle 2 0.35 1,100
Our Capabilities
- Fabric Development Centers
We have Fabric Development Centre's in China and India as well as
Design and Product Development teams across the globe. Our Fabric
Development teams circulate the latest fabric ideas amongst the
designers, who develop a product profile. This profile is shared with
manufacturing facilities for the purpose of product development. Our
design and product development teams support all three streams of our
business across all the locations.
- In-house hand-work set up in North India and Bangladesh
We have one of the largest in-house embroidery facility with a capacity
of 500 installed heads in North India and another 100 installed heads
in Bangladesh.
- In-house washing capacity
Our in-house washing capacity is established in North India and
Bangladesh with a capacity of 50,000 pieces a day and 35,000 pieces a
day, respectively.
- Garment dyeing facility
A garment dyeing facility has been established in Bangladesh, with a
capacity of 10,000 pieces a day.
Multi-Specialty Manufacturing:
We have a strong foothold in the prominent garment manufacturing hubs -
in India and across the globe. This enables us to diversify our
manufacturing capabilities and to customize our products to market
needs.
Location of Facility
India -> Rajasthan (Access through third parties)
India -> NCR, Delhi
India -Bangalore & Chennai
Bangladesh
Indonesia
Specialization
Hand-block printing, hand embroidery, bead work
High fashion cotton knitwear and wovens
Basic & fashion woven and knitwear Knitwears,
basic shirts, jackets, bottom
weights High fashion polyester
knitwear and wovens
DIVIDEND
Your Directors have recommended dividend Rs. 2.25/- per Equity Share of Rs.
10/- each (Previous year Rs. 2/- per equity share) for the financial year
2014-15, amounting Rs. 584.90 Lacs (inclusive of tax on dividend). The
dividend payout is subject to approval of the members at the ensuing
Annual General Meeting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of your Company, Mr. Deepak Seth, Chairman and
Mr. Pulkit Seth, Vice-Chairman and Managing Director would retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
The Board of Directors of your Company met four times on May 26, 2014,
August 14, 2014, November 14, 2014 and February 13, 2015, during the
financial year 2014-15.
The Board has appointed Mr. Raj Kumar Chawla as Chief Financial Offer
of the Company with effect from 26th May, 2014.
Mr. Sandeep Sabharwal is Company Secretary of the Company since 1st
May, 2008.
The Board has re-appointed Mr. Vinod Vaish and Mrs. Shefali Seth as
Whole-Time Director of the Company with effect from 19th January, 2015.
The Resolutions for their re-appointment are being proposed in the
Notice calling this Annual General Meeting.
DIRECTORS' IDENTIFICATION NUMBER (DIN)
The following are the Directors Identification Number (DIN) of your
Directors:
Mr. Deepak Seth - 00003021 Mr. Chittranjan Dua - 00036080
Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra - 00327410
Mrs.Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja - 00731956
Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795
The Company has received necessary declaration from each independent
Director of the Company under Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of
their Independence as laid down in Section 149(6) of the Companies Act,
2013.
The Company had already constituted Nomination and Remuneration
Committee as required under Sub-Section (1) of Section 178 of the
Companies Act, 2013 Comprising three non- executive Independent
Directors Mr. S.B. Mohapatra, Chairman, Mr. Rajendra Kumar Aneja and
Mr. Anil Nayar, Members of the Committee. The Company has also
formulated a Policy for performance evaluation of Board, Committees,
Independent Directors and other individual Directors which included
criteria for performance evaluation of the non-executive Directors and
executive Directors.
The Nomination and Remuneration Policy of the Company is annexed
herewith as Annexure-I with this report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, committees and individual Directors pursuant to the
provisions of the Companies Act, 2013 and Rules made there under.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the
Board composition and structure, effectiveness of Board processes,
information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors on the basis of the criteria
such as the contribution of the individual Director to the Board and
committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
In addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of independent Directors, performance of
non-independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors. The same was
discussed in the Board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
AUDIT COMMITTEE
The Audit Committee comprises two Independent Directors, namely Mr.
Anil Nayar, Chairman, Mr. S.B. Mohapatra, Member and one executive
Director, Mr. Vinod Vaish, as Member of the Committee. All the
recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM
The Company has set up a Vigil Mechanism, which also incorporates a
whistle blower policy in terms of Listing Agreement. Protected
disclosures can be made by a whistle blower through an e-mail, or
dedicated telephone no. or a letter through to the Vigilance Offer or
to the Chairman of the Audit Committee. The policy on vigil mechanism
and whistle blower policy may be accessed on the Company's website at
the link: http://pearlglobal.com/ investors-policy.asp
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee of the Company has
formulated a Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company, which has
been approved by the Board.
The CSR Policy may be accessed on the Company's website at
http://pearlglobal.com/investors-policy.asp
Your Company has identified an area of education for underprivileged
children for engagement under CSR activities. The Company has
earmarked Rs. 15.00 Lakh for spending on the area of education, out of
which Rs. 4.00 Lakh have already been spent.
The Annual Report on CSR activities is annexed herewith as Annexure-II.
SUBSIDIARY COMPANIES
During the year under review, Companies listed in Annexure-III to this
report have become or ceased to be Company's subsidiaries, joint
ventures or associates Companies.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of the financial statements of the
subsidiary companies is attached to the Financial Statements in Form
AOC-1. The Company will make available the said financial statements
and related detailed information of the subsidiary companies upon the
request by any member of the Company. These financial statements will
also be kept open for inspection by any member at the Registered Office
of the Company.
The financial statements of the Company, consolidated financial
statements along with the relevant documents and separate audited
accounts in respect of subsidiaries, are available on the website of
the Company.
The Policy of determining material subsidiaries as approved may be
accessed on the Company's website at http://pearlglobal.com/
investors-policy.asp
AUDITORS
In terms of Section 139 of the Companies Act, 2013, M/s S. R. Dinodia
& Co. LLP, Chartered Accountants, (Regn. No. 001478N/ N500005), New
Delhi, were appointed by the Members in its 25th Annual General Meeting
held on 26th September, 2014 as Statutory Auditors of the Company for a
period of three years. A Resolution for ratification of their
appointment as Statutory Auditors is proposed in the Notice calling the
Annual General Meeting.
SECRETARIAL AUDITOR
The Board has appointed Mr. Deepak Somaiya, Practicing Company
Secretary, proprietor of M/s. Deepak Somaiya & Co. Company Secretary,
to conduct Secretarial Audit for the financial year 2014- 15. The
Secretarial Audit Report for the financial year 2014-15 is annexed
herewith as Annexure-IV. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark.
COST AUDITOR
The Board has appointed M/s. D A & Associates, Cost Accountants, for
conducting the audit of cost records of the Company for the financial
year 2014-15.
INTERNAL AUDITOR
The Board has appointed M/s. Narula & Gupta, Chartered Accountants, New
Delhi (FRN 013532N), as Internal Auditor for the financial year
2014-15.
EXTRACTS OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as
Annexure-V to this Report.
RELATED PARTY TRANSACTIONS
Particulars of Contracts or Arrangements with Related Parties referred
to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is
annexed as Annexure-VI.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 is annexed as Annexure- VII.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from Public or
Shareholders during the year, nor has any unclaimed or unpaid deposits
at the end of the financial year.
RISK MANAGEMENT
The Company has implemented procedures and policies in place for risk
management including identifying risk which may threaten the
existence/operations of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, your
Directors state that:
a) in the preparation of the annual accounts for the financial year
ended 31st March 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
There are no material departures from the same;
b) the Directors have selected such accounting policies and ap- plied
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 at the end of the fnancial year 31st March, 2015 and of
the profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safe- guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
LISTING
The shares of your Company are listed at BSE Limited, Mumbai and
National Stock Exchange of India Limited, Mumbai. The listing fees to
the Stock Exchanges for the year 2014-15 have been paid.
REGISTRAR AND SHARE TRANSFER AGENT
Link In time India Pvt. Ltd is Company's Registrars and Share Transfer
Agent (RTA) as common agency both for physical and demat shares, as
required under Securities Contract (Regulation) Act, 1956. The detail
of RTA forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate of the
Auditors, confirming compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement,
forms part of the Annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the
Company is given separately under the head "Management Discussion and
Analysis".
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The details as required under Section 197 (12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as Annexure-VIII to
this report.
Particulars of employees as required under Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure-IX to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under
Section 134(3)(m) is annexed as Annexure-X to this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
No significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status and Company's
operations in future.
REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE
Pursuant to the provisions of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013, 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. There were no
complaints received during the financial year 2014-15.
ACKNOWLEDGEMENT
The Directors of your Company are thankful to Bankers, Business
Associates, Customers, Members, Government Bodies & Regulators for the
continuous support received from them and place on record their
appreciation for the sincere services rendered by the employees at all
level.
For and on behalf of the Board
for PEARL GLOBAL INDUSTRIES LIMITED
(VINOD VAISH) (PULKIT SETH)
Whole-Time Director Managing Director
DIN 01945795 DIN 00003044
Place: Gurgaon
Date: May 22, 2015
Mar 31, 2014
To the Members,
The Directors are pleased to present the 25th Annual Report and
Audited Accounts for the year ended 31st March 2014, together with the
Auditors'' Report thereon.
WORKING RESULTS OF THE COMPANY (CONSOLIDATED)
During the year under review, the consolidated Income of your Company
is Rs.4,698.95 crore against previous year Rs. 3,820.24 crore.
(Rs. in Crore)
Particulars 2013-14 2012-13
Income from operations 4,698.95 3,820.24
Other Income 65.28 30.49
Profit before Tax 50.76 48.54
Provision for Tax 06.70 18.21
Provision for Bad debt 0.38 0.50
Profit After Tax 44.06 30.33
EPS (in Rs. 17.84 10.98
Transfer to General Reserves - -
WORKING RESULTS OF THE COMPANY (STANDALONE)
(Rs. in Crore)
Particulars 2013-14 2012-13
Income from operations 663.44 557.69
Other Income 22.04 14.29
Profit before Tax 15.47 4.03
Provision for Tax 0.75 0.14
Provision for Bad debt 0.38 0.50
Profit After Tax 14.72 3.89
Transfer to General Reserves - -
BUSINESS AND OPERATIONS
The garment exports from India for the Financial Year 2013-14 has
increased by 15.5 percent over the same period of previous fiscal and
reached to USD 14.94 billion, despite the shrinking of traditional
markets and uncertain global economic scenario. In the first half of
this financial year, India exported apparel worth $7.9 billion, a rise
of 13 per cent over the year-ago period. India''s apparel exports are
rising, partially because the country is able to penetrate into the
markets of neighboring China and Bangladesh. Exports from India have
also been aided by the falling rupee. Currently, China is facing high
labour costs and rising currency, and this is working in India''s favor.
The estimates for 2014-15 are USD 20 billion.
Garment Industry has huge potential to shift the additional unutilized
labor out of agriculture and lift the large population above the
empowerment line. To jumpstart job creation, India will need to improve
its business and investment climate especially the labor incentive
sector like the garment Industry.
Your company, due to its long established presence and commitment to
deliver, has been able to achieve consistent growth on year to year
with challenging global conditions.
The growth was evident with proactive business approach to adapt to the
changes swiftly and respond positively in varying customer perception
while resorting to production efficiency, value addition and cost
optimization.
The year ahead continues to be challenging with a cautious optimism for
growth projections. Your company is fully equipped to forge ahead on
the growth path with a focused attention towards its customer
deliverables, product development and the value perceptions attained
through strong supply chain arrangements, innovative product designs
and creations, production and sourcing efficiency, constant compliances
adherence (in-house and outsourced), economy of scale and cost
effectiveness.
Consolidated total revenue of the company is Rs. 4,764 crore, up by Rs.913
crore representing more than 24% in financial year 2013-14 as compared
to Rs. 3,846 crore during the previous year. The consolidated Profit
after Tax of the company is Rs. 44.06 crore compared to profit of Rs.30.33
crore during the previous year. The above consolidated results (Profit
after Tax) increased by an extra-ordinary item of Rs. 14.85 crore.
Your company expects that the new business initiatives with focused
approach will start yielding increased consolidated revenue and
improved consolidated profit in the year ahead.
SCHME OF ARRANGEMENT
The Hon''ble High Court of Delhi has vide its order dated 10th March,
2014, sanctioned the Scheme of Arrangement between the Company and PDS
Multinational Fashions Limited (PDS) whereby the Demerged undertaking
of the company stand demerged / hived off and merged with PDS. The
Scheme has become effective with effect from May 2014, upon filing of
the Court order with Registrar of Companies, NCT of Delhi and Haryana.
With this, the Sourcing, Distribution and Marketing business of the
company stand divested into PDS together with investment of the company
in its wholly owned subsidiary Multinational Textile Group Limited.
CORPORATE SOCIAL RESPONSIBILITY
The company has been taking up and fulfilling its fundamental
responsibility towards society. Little People Educational Society, set
up by the Promoter group has been imparting employment oriented higher
education. ARPAN and SOHAM are helping underprivileged children,
studying in 1st to 5th level financially and also supporting the school
system.
The company is formulating a formal Corporate Social Responsibilities
(CSR) Policy keeping in tune with its overall business policy and
goals.
DIVIDEND
The Directors recommend dividend Rs. 2/- Per Equity Share for the year
2013-14. DIRECTORS
Mr. Pallak Seth and Dr. A. P Bhupatkar, Directors have resigned from
the Board of your company w.e.f. 12th May 2014. Your Board of Directors
places on record its appreciation to their contributions during their
tenure.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of your Company Mrs. Shefali Seth and Mr. Vinod
Vaish, Whole Time Directors would retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointme nt.
In terms of applicable provisions of Companies Act, 2013 and Rules made
thereunder, Mr. S. B. Mohapatra, Mr. Chittranjan Dua, Mr. Rajendra K.
Aneja and Mr. Anil Nayar, Independent Directors of your company will be
appointed as Independent Directors for a tenure of Five years in the
ensuing Annual General Meeting.
DIRECTORS'' IDENTIFICATION NUMBER (DIN)
The following are the Directors Identification Number (DIN) of your
Directors:
Mr. Deepak Seth - 00003021 Mr. Chittranjan Dua - 00036080
Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra - 00327410
Mrs.Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja - 00731956
Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795
SUBSIDIARY COMPANIES
In line with the requirements of Accounting Standards AS - 21 issued by
the Institute of Chartered Accountants of India, consolidated financial
statements presented by the Company include the financial information
of its Subsidiaries. As required under Section 212 of the Companies
Act, 1956, the statement in respect of the Subsidiary companies is
annexed herewith and forms an integral part of this Annual Report.
AUDITORS
The Auditors, M/s S. R. Dinodia & Co., LLP Chartered Accountants,
(Regn. No. 001478N/ N500005), New Delhi, retires at the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from Public or
Shareholders. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March 2014, the applicable accounting standards issued by the
Institute of Chartered Accountants of India have been followed. There
are no material departures from prescribed accounting standards in the
adoption of the accounting standards.
ii) That the Directors have adopted such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2014 as a ''going concern'' and on accrual basis.
LISTING
The shares of your Company are listed at Bombay Stock Exchange Limited,
Mumbai and National Stock Exchange of India Limited, Mumbai. The
listing fees to the Stock Exchanges for the year 2013-14 have been
paid.
REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Pvt. Ltd has been appointed as Registrars and Share
Transfer Agent (RTA) as common agency both for physical and demat
shares, as required under Securities Contract (Regulation) Act, 1956.
The detail of RTA forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate of the
Auditors, confirming compliance of conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement, forms part of
the Annual report.
CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009
The company is in the process of considering adoption of Corporate
Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating
relevant policies/codes.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the
Company is given separately under the head "Management Discussion and
Analysis".
NOTES TO ACCOUNTS
The observations of the Auditors, if any have been adequately explained
in Notes to Accounts and need no further clarification.
PARTICULARS OF EMPLOYEES
Particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is nil.
PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with Rule 2 of the Companies (Disclosures of Particulars in the
Report of the Board of Directors) Rules, 1988 relating to ''Energy
Conservation'', ''Technology Absorption'' and Foreign Exchange earnings
and outgo are provided in Annexure 1.
ACKNOWLEDGEMENT
The Directors of your Company are thankful to Bankers, Business
Associates, Customers, Members, Government Bodies & Regulators for the
continuous support received from them and place on record their
appreciation for the sincere services rendered by the employees at all
level.
For and on behalf of the Board
for PEARL GLOBAL INDUSTRIES LIMITED
(VINOD VAISH) (PULKIT SETH)
WHOLE-TIME DIRECTOR MANAGING DIRECTOR
DIN 01945795 DIN 00003044
Place : Gurgaon
Date : 26th May, 2014
Mar 31, 2013
To the Members,
The Directors are pleased to present the 24th Annual Report and
Audited Accounts for the year ended 31st March 2013, together with the
Auditors'' Report thereon.
WORKING RESULTS OF THE COMPANY (CONSOLIDATED)
During the year under review, the consolidated Income of your Company
is Rs. 3,820.24 crore against previous year Rs. 2,798.49 crore.
(Rs. in Crore)
2012-13 2011-12
Income from operations 3820.24 2798.49
Other Income 25.65 15.45
Profit before Tax 48.54 46.67
Provision for Tax 18.21 8.12
Provision for Bad debt 0.50 2.09
Profit After Tax 30.33 38.55
EPS (in Rs.) 10.98 14.54
Transfer to General Reserves   WORKING RESULTS OF THE COMPANY
(STANDALONE)
(Rs. In Crores)
2012-13 2011-12
Income from operations 557.69 646.70
Other Income 14.29 9.33
Profit before Tax 4.03 1.92
Provision for Tax 0.14 (1.75)
Provision for Bad debt 0.50
Profit After Tax 3.89 3.66
Transfer to General Reserves
BUSINESS AND OPERATIONS
The apparel industry as a whole experienced hard way during the
financial year 2012-13 amidst continued global economic turmoil
particularly in key markets of EU and the US across retailing,
manufacturing and sourcing sectors with world garments exports
declining to USD 12.92 billion as against USD 13.70 billion last year.
However, in rupee terms garment exports registered Rs. 70,312 crore, an
increase of 7% compared to last year Rs. 65,709 crore. The retail
industry has witnessed significant changes in their business strategies
during the year to arrest the dampening demand to grow, while impacting
the sourcing and manufacturing that became very competitive to sustain.
However your company, due to its long established presence and
commitment to deliver, has been able to achieve consistent growth on
year to year with challenging global conditions.
The growth was evident with proactive business approach to adapt to the
changes swiftly and respond positively in varying customer perception
while resorting to production efficiency, value addition and cost
optimization.
At the same time, your company has initiated diversification into other
product line such as footwear, cosmetics and hard goods and expanded to
tap the opportunities into new markets like Australia, South Africa,
etc as a part of our growth strategy. Your company has also expanded
its strength in China, which is a major sourcing country and also
increased the direct marketing operations to its customers from China,
India and Bangladesh, which has very good potential and expected to
grow rapidly.
The year ahead continues to be challenging with a cautious optimism for
growth projections. Your company is fully equipped to forge ahead on
the growth path with a focused attention towards its customer
deliverables, product development and the value perceptions attained
through strong supply chain arrangements, innovative product designs
and creations, production and sourcing efficiency, constant compliances
adherence (in-house and outsourced), economy of scale and cost
effectiveness.
Consolidated total revenue of the company is Rs. 3,846 crore, up by
Rs.1,032 crore representing more than 36% in financial year 2012-13 as
compared to Rs. 2,814 crore during the previous year. The consolidated
Profit after Ta x of the company is Rs. 30.33 crore compared to profit of
Rs. 38.55 crore during the previous year. The above consolidated results
(Profit after Tax) reduced by an extra-ordinary item of Rs. 13.35 crore
being loss on investment in a subsidiary due to its closure.
Your company expects that the new business initiatives with focused
approach will start yielding increased consolidated revenue and
improved consolidated profit in the year ahead.
CORPORATE SOCIAL RESPONSIBILITY
The company has been taking up and fulfilling its fundamental
responsibility towards society. Little People Educational Society, set
up by the Promoter group has been imparting employment oriented higher
education. ARPAN and SOHAM are helping underprivileged children,
studying in 1st to 5th level financially and also supporting the school
system.
The company is formulating a formal Corporate Social Responsibilities
(CSR) Policy keeping in tune with its overall business policy and
goals.
DIVIDEND
The Directors recommend dividend Rs. 1/- Per Equity Share for the year
2012-13.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of your Company, Mr. Pallak Seth, Vice
Chairman, Mr. S.B. Mohapatra, and Dr. A.P. Bhupatkar, Directors would
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Mr. Pulkit Seth was appointed as Managing Director of the Company on
1st June, 2008 for a period of five (5) years, i.e. upto 31st May,
2013. The Board of Directors of the Company in its meeting held on 30th
May, 2013, has re-appointed to him as a Managing Director of the
Company for the period of three (3) years. A necessary resolution for
their re-appointment is included in the notice convening Annual General
Meeting.
DIRECTORS'' IDENTIFICATION NUMBER (DIN)
The following are the Directors Identification Number (DIN) of your
Directors:
Mr. Deepak Seth - 00003021 Dr. Ashutosh Prabhudas Bhupatkar - 00479727
Mr. Pallak Seth - 00003040 Mr. Chittranjan Dua - 00036080
Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra - 00327410
Mrs. Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja - 00731956
Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795
SUBSIDIARY COMPANIES
In line with the requirements of Accounting Standards AS Â 21 issued by
the Institute of Chartered Accountants of India, consolidated financial
statements presented by the Company include the financial information
of its Subsidiaries. As required under Section 212 of the Companies
Act, 1956, the statement in respect of the Subsidiary companies is
annexed herewith and forms an integral part of this Annual Report.
AUDITORS
The Auditors, M/s S. R. Dinodia & Co., Chartered Accountants, (Regn.
No. 001478N), New Delhi, retires at the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from Public or
Shareholders.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March 2013, the applicable accounting standards issued by the
Institute of Chartered Accountants of India have been followed. There
are no material departures from prescribed accounting standards in the
adoption of the accounting standards.
ii) That the Directors have adopted such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2013 as a ''going concern'' and on accrual basis.
LISTING
The shares of your Company are listed at Bombay Stock Exchange Limited,
Mumbai and National Stock Exchange of India Limited, Mumbai. The
listing fees to the Stock Exchanges for the year 2013-14 have been
paid.
REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Pvt. Ltd is continuing as Registrars and Share
Transfer Agent (RTA) as common agency both for physical and demat
shares, as required under Securities Contract (Regulation) Act, 1956.
The detail of RTA forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate of the
Auditors, confirming compliance of conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement, forms part of
the Annual report.
CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009
The company is in the process of considering adoption of Corporate
Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating
relevant policies/codes.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the
Company is given separately under the head "Management Discussion and
Analysis".
NOTES TO ACCOUNTS
The observations of the Auditors, if any, have been adequately
explained in Notes to Accounts and need no further clarification.
PARTICULARS OF EMPLOYEES
Particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is nil.
PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with Rule 2 of the Companies (Disclosures of Particulars in the
Report of the Board of Directors) Rules, 1988 relating to ''Energy
Conservation'', ''Technology Absorption'' and Foreign Exchange earnings
and outgo are provided in Annexure 1.
ACKNOWLEDGEMENT
The Directors of your Company are thankful to Bankers, Business
Associates, Customers, Members, Government Bodies & Regulators for the
continuous support received from them and place on record their
appreciation for the sincere services rendered by the employees at all
level.
For and on behalf of the Board
for PEARL GLOBAL INDUSTRIES LIMITED
(VINOD VAISH) (PULKIT SETH)
WHOLE-TIME
DIRECTOR MANAGING DIRECTOR
DIN 01945795 DIN 00003044
Place: Gurgaon
Date: 30th May, 2013
Mar 31, 2012
The Directors of your Company have pleasure in presenting the 23rd
Annual Report and Audited Accounts tor the year ended 31st March 2012,
together with the Auditors' Report thereon.
MERGER OF PEARL GLOBAL LIMITED
Pearl Global Limited (PGL), the Indian subsidiary of the company has
been merged with the Company, pursuant to Scheme of Amalgamation, vide
order of Hon'ble High Court of Delhi dated 11.11.2011.
CHANGE OF NAME
Pearl Global Limited had a global recognition and reputation with brand
"Pearl Global" and was well known global garment manufacturer and
ONE STOP SHOP for reputed international buyers. Consequent upon merger
of erstwhile Pearl Global Limited, with a view to retain the name -
PEARL GLOBAL - of erstwhile PGL, name of the company has been changed
from House of Pearl Fashions Limited to Pearl Global Industries Limited
(PGIL) with effect from 20th March, 2012. CONSOLIDATED WORKING RESULTS
During the year under review, the consolidated Income of your Company
is Rs. 2798.49 Crores against previous year Rs. 2251.03 Crores.
(Rs. In Crores)
2011-12 2010-11
Income 2798.49 2251.03
Other Income 15.45 49.31
Profit before Tax 46.67 21.66
Provision for Tax 8.12 (1.21)
Provision for Bad debt - -
Profit After Tax 38.55 22.87
EPS (in Rs.) 14.54 10.03
Transfer to General Reserves - -
WORKING RESULTS OFTHE COMPANY (STANDALONE)
(Rs. In Crores)
2011-12 2010-11
Income 613.12 22.55
Other Income 24.66 0.04
Profit before Tax 1.95 (0.31)
Provision for Tax (1.71) (5.78)
Profit After Tax 3.66 (23.81)
Transfer to General Reserves - -
BUSINESS AND OPERATIONS
Though struggling garment export sector witnessed dampening exports
during most of 2011 due to sluggish EU and US market, yet with some
late recovery, the apparel exports have registered some growth during
2011-12 with exports closing to USD 13.50 billion against USD 11
billion last year. Rupee appreciation in recent time is also a
concern.
Indian exporters have reached other parts of the globe as well, though
major market remains EU and US. Across the globe, the demand for
garments has witnessed some increase.
Your company has adopted market diversification strategy based on the
changing dynamics of growth in the world economy as it is necessary to
ensure sustained growth of exports. The demand in the traditional
markets of the developed western world, North America and Europe, is
projected to be relatively sluggish due to slowing output expansion in
these economies. Against this, emerging economies are expected to grow
at about 6.5%.
The core of our market strategy therefore is:
(a) Retain presence and market share in our "existing developed
country markets";
(b) Move up the value chain in providing products in these developed
country markets; and
(c) Open up new vistas, both in terms of markets and new products in
the new markets.
We are focusing on markets in Asia (including ASEAN), Africa and Latin
America. We must establish new beachheads and strengthen our presence
in newly opened up markets. To establish greater credibility and
acceptance of our critical export products and sectors in foreign
markets, we would strengthen efforts to build up a brand image for
important Indian exports, and promote a thrust for quality upgradation.
Domestic standards for export related products would be raised,
Differentiated strategic initiatives globally have been formulated on
the basis of the critical assessment of strengths, weaknesses,
opportunities and challenges being faced.
The company has continued focus on cost competitiveness and open new
horizons towards Sourcing and Product Development across the globe. The
company has leveraged its experience and expertise in cost
competitiveness in channelising the business through its manufacturing
or outsourcing activities based on buyers requirements.
Consolidated turnover of the company is Rs.2798.49 Crores, up by more
than 24% in financial year 2011-12. The consolidated profit of the
company is Rs.38.54 Crores compared to profit of Rs.22.87 Crores for
last year. With no expected increase in fixed overheads, your company
expects that the new business initiatives will start yielding increase
in sales and improved consolidated profit.
CORPORATE SOCIAL RESPONSIBILITY
The company has been taking up and fulfilling its fundamental
responsibility towards society. Little People Educational Society, set
up by the group has been imparting employment oriented higher education
and retail sector education through Indian Retail School (IRS). IRS has
taken initiative to impart career oriented training in retail sector.
ARPAN and SOHAM are helping underprivileged children, studying in 1st
to 5th level financially and also supporting the school system.
The company is formulating a formal Corporate Social Responsibilities
(CSR) Policy keeping in tune with its overall business policy and
goals.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of your Company, Mr. Deepak Seth, Chairman, Mr.
Pulkit Seth, Managing Director, Mr. R. K. Aneja and Mr. C R. Dua,
Directors would retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment.
Necessary resolutions for their appointment are included in the notice
convening Annual General Meeting.
Mrs. Shefali Seth was a Whole Time Director in erstwhile Pearl Global
Limited, heading Product Development and Design functions. The Board
has appointed Mrs. Shefali Seth as an Additional Director and Whole
Time Director of the Company to avail her expertise for Product
Development and Design functions. The Board has also appointed Mr.
Vinod Vaish as Additional Director and Whole Time Director to avail his
services in Corporate and Factory administration.
The Board has also appointed Mr. Anil Nayar as Additional Director -
being an independent Director on the Board. Mr. Nayar was also an
independent Director on the Board of erstwhile Pearl Global Limited.
The aforesaid additional Directors are liable to retire at the ensuing
Annual General Meeting. The company has received notices from
shareholders proposing the reappointment of Additional Directors.
DIRECTORS' IDENTIFICATION NUMBER (DIN)
The following are the Directors Identification Number (DIN) of your
Directors:
Mr. Deepak Seth - 00003021 Dr. Ashutosh Prabhudas Bhupatkar - 00479727
Mr. Pallak Seth - 00003040 Mr. Chittranjan Dua - 00036080
Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra_- 00327410
Mrs.Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja_- 00731956
Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795
SUBSIDIARY COMPANIES
In line with the requirements of Accounting Standards AS - 21 issued by
the Institute of Chartered Accountants of India, consolidated financial
statements presented by the Company include the financial information
of its Subsidiaries. As required under Section 212 of the Companies
Act, 1956, the statement in respect of the Subsidiary companies is
annexed herewith and forms an integral part of this Annual Report.
AUDITORS
The Auditors, M/s S. R. Dinodia & Co., Chartered Accountants, (Regn.
No. 001478N), New Delhi, retires at the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from Public or
Shareholders.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March 2012, the applicable accounting standards issued by the
Institute of Chartered Accountants of India have been followed. There
are no material departures from prescribed accounting standards in the
adoption of the accounting standards.
ii) That the Directors have adopted such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2012 as a 'going concern' and on accrual basis.
LISTING
The shares of your Company are listed at Bombay Stock Exchange Limited,
Mumbai and National Stock Exchange of India Limited, Mumbai. The
listing fees to the Stock Exchanges for the year 2012-13 have been
paid.
REGISTRAR AND SHARETRANSFER AGENT
Link Intime India Pvt. Ltd (formerly known as Intime Spectrum Registry
Limited) has been appointed as Registrars and Share Transfer Agent
(RTA) as common agency both for physical and demat shares, as required
under Securities Contract (Regulation) Act, 1956. The detail of RTA
forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate of the
Auditors, confirming compliance of conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement, forms part of
the Annual report.
CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009
The company is in the process of considering adoption of Corporate
Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating
relevant policies/codes.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the
Company is given separately underthe head "Management Discussion and
Analysis".
NOTES TO ACCOUNTS
The observations of the Auditors, if any, have been adequately
explained in Notes to Accounts and need no further clarification.
PARTICULARS OF EMPLOYEES
Particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is nil.
PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with Rule 2 of the Companies (Disclosures of Particulars in the
Report of the Board of Directors) Rules, 1988 relating to 'Energy
Conservation', 'Technology Absorption' and Foreign Exchange earnings
and outgo are provided in Annexure 1.
ACKNOWLEDGEMENT
The Directors of your Company are thankful to Bankers, Business
Associates, Customers, Members, Government Bodies & Regulators for the
continuous support received from them and place on record their
appreciation for the sincere services rendered by the employees at all
level.
For and on behalf of the Board
for PEARL GLOBAL INDUSTRIES LIMITED
Sd/-
(DEEPAK SETH)
Place: Gurgaon CHAIRMAN
Date : 29th May, 2012 (DIN - 00003021)
Mar 31, 2011
To the Shareholders,
The Directors of your Company have pleasure in presenting the 22nd
Annual Report and Audited Accounts for the year ended 31st March 2011,
together with the Auditors' Report thereon.
CONSOLIDATED WORKING RESULTS
During the year under review, the consolidated Income of your Company
is Rs.226,445.79 Lacs against previous year Rs.187,737,07 Lacs.
2010-2011 2009-2010
Income 223,206.77 183,204.86
Other Income 3,239.02 4,532.21
Profit before Tax & Adjustments 2,825.95 1,624.25
Provision for Tax 119.28 199.87
Provision for Bad debt - -
Profit After Tax 2,287.53 1,413.75
EPS (in Rs.) 10.03 4.53
Transfer to General Reserves - -
WORKING RESULTS OF THE COMPANY (STANDALONE)
2010-2011 2009-2010
Income 2,258.97 4,484.25
Other Income 1,204.79 1,117.45
Profit before Tax (30.63) (421.39)
Provision for Tax 575.99 5.87
Profit After Tax (2,380.73) (404.67)
Transfer to General Reserves - -
BUSINESS AND OPERATIONS
With US and European countries coming out of recession, India's garment
exports have steadily increased since over a year. Across the globe,
the demand for garments has been steadily increasing. With the recent
trends, the future of the garment business look quite promising.
Indian share in global textile and apparel trade has potential to
increase from its current level of 4.5% to 8% by 2020. However rising
cost of cotton and labour cost is a cause of concern. Overall raw
material is getting expensive and it is likely to impact consumption
pattern also.
The company has extended its Sourcing and Development activities to new
countries in Asia. Wherever possible, we have focused on cost
competitiveness and open new horizons towards Sourcing and Product
Development across the globe. The company has leveraged its experience
and expertise in cost competitiveness in channelising the business
through its manufacturing or outsourcing activities based on buyers
requirements.
Over the last five years, your company through its subsidiaries has
been able to add more capacities, acquires strategic companies, set up
new divisions, expand into new geographies, strengthen its design
infrastructure, implement SAP and has now reached an enviable position
of "One Stop Shop" destination for its customers. Today, your company
offers almost all categories of garments, manufactured either in its
own or outsourced from the most cost effective locations.
Consolidated turnover of the company is Rs.2264.46 Crore, up by more
than 20%. in financial year 2010-11. The consolidated profit of the
company is Rs.22.87 Crore compared to profit of Rs.14.14 Crore for last
year. With no expected increase in fixed overheads, your company
expects that the new business initiatives will be start yielding
increase in sales and improved consolidated profit.
Considering the growing demand, the company has enhanced manufacturing
capacities at Gurgaon, Chennai and Bangladesh during the financial year
2010-11.
CORPORATE SOCIAL RESPONSIBILITY
The company has been taking up and fulfilling its fundamental
responsibility towards society. Little People Educational Society, set
up by the group has been imparting employment oriented higher education
and retail sector education through Indian Retail School (IRS). IRS has
taken initiative to impart career oriented training in retail sector.
ARPAN and SOHAM are helping underprivileged children, studying in 1st
to 5th level financially and also supporting the school system.
The company is formulating a formal Corporate Social Responsibilities
(CSR) Policy keeping in tune with its overall business policy and
goals.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of your Company, Dr. Ashutosh P Bhupatkar and
Mr. S.B. Mohapatra, would retire by Rotation at the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. Necessary resolutions for their appointment are
included in the notice convening Annual General Meeting.
DIRECTORS IDENTIFICATION NUMBER (DIN)
The following are the Directors Identification Number (DIN) of your
Directors:
Mr. Deepak Seth - 00003021
Dr. Ashutosh Prabhudas Bhupatkar - 00479727
Mr. Pallak Seth - 00003040
Mr. Chittranjan Dua - 00036080
Mr. Pulkit Seth - 00003044
Mr. Samar Ballav Mohapatra - 00327410
Mr. Sanjay Pershad - 00003054
Mr. Rajendra Kumar Aneja - 00731956
SUBSIDIARY COMPANIES
In line with the requirements of Accounting Standards AS Ã 21 issued by
the Institute of Chartered Accountants of India, consolidated financial
statements presented by the Company include the financial information
of its Subsidiaries. As required under Section 212 of the Companies
Act, 1956, the statement in respect of the Subsidiary companies is
annexed herewith and forms an integral part of this Annual Report.
During the year four companies changed their names from Magic Global
Fashions Limited to Nor Delhi Manufacturing Limited, Poetic Hong Kong
Limited to Nor Lanka Manufacturing Limited, Pearl GES Group Ltd. to PG
Group Ltd. and Pearl GES Home Group Ltd. to PG Home Group Ltd.
AUDITORS
The Auditors, M/s S. R. Dinodia & Co., Chartered Accountants, (Regn.
No. 001478N), New Delhi, retires at the conclusion of the ensuing
Annual General Meeting and are eligible for re- appointment.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from Public or
Shareholders.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March 2011, the applicable accounting standards issued by the
Institute of Chartered Accountants of India have been followed. There
are no material departures from prescribed accounting standards in the
adoption of the accounting standards.
ii) That the Directors have adopted such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2011 as a 'going concern' and on accrual basis.
LISTING
The shares of your Company are listed at Bombay Stock Exchange Limited,
Mumbai and National Stock Exchange of India Limited, Mumbai. The
listing fees to the Stock Exchanges for the year 2011-12 have been
paid.
REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Pvt. Ltd (formerly known as Intime Spectrum Registry
Limited) has been appointed as Registrars and Share Transfer Agent
(RTA) as common agency both for physical and demat shares, as required
under Securities Contract (Regulation) Act, 1956. The detail of RTA
forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate of the
Auditors, confirming compliance of conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement, forms part of
the Annual report.
CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009
The company is in the process of considering adoption of Corporate
Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating
relevant policies/codes.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the
Company is given separately under the head "Management Discussion and
Analysis".
NOTES TO ACCOUNTS
The observations of the Auditors, if any, have been adequately
explained in Notes to Accounts and need no further clarification.
PARTICULARS OF EMPLOYEES
Particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is nil.
PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with Rule 2 of the Companies (Disclosures of Particulars in the
Report of the Board of Directors) Rules, 1988 relating to 'Energy
Conservation' and 'Technology Absorption' are not applicable.
Foreign Exchange Earnings and Outgo
Information pertaining to activities relating to exports, initiative
taken to increase exports, development of new export markets and
exports plans is as follows:
The Company through subsidiaries is into export of garments to various
countries and has taken various initiatives for increasing exports like
strengthening design & development, outsourcing garments from cost
effective locations and increasing manufacturing capacities. The
Company and subsidiaries have explored new markets in South America,
Africa and sourcing partners in Sri Lanka. The Company has valued
buyers across the globe and plans to cater to new markets and also to
cater to 'A category of International buyers especially through Chennai
unit of its subsidiary.
Total Foreign Exchange used and earned (in Rs.):
ACKNOWLEDGEMENT
The Directors of your Company are thankful to Bankers, Business
Associates, Customers, Members, Government Bodies & Regulators for the
continuous support received from them and place on record their
appreciation for the sincere services rendered by the employees at all
level.
For and on behalf of the Board
for HOUSE OF PEARL FASHIONS LIMITED
(DEEPAK SETH)
Place: Gurgaon Chairman
Date: 30th May, 2011 (DIN - 00003021)
Mar 31, 2010
The Directors of your Company have pleasure in presenting the 21st
Annual Report and Audited Accounts for the year ended 31st March 2010,
together with the Auditors Report thereon.
CONSOLIDATED WORKING RESULTS
During the year under review, the consolidated Income of your Company
is Rs.190447.67 Lacs against previous year Rs.1,48,273.60 Lacs.
(Rs. in Lacs)
2009-2010 2008-2009
lncome 183204.86 144790.93
Other Income 4532.89 3482.68
Profit before Tax &
Adjustments 1613.62 179.43
Provision for
Tax 199.87 41.43
Provision for Bad debt - (5.79)
Profit After Tax 1413.75 132.21
EPS (in Rs.) 4.53 2.76
Transfer to General Reserves
WORKING RESULTS OF THE COMPANY (STANDALONE)
(Rs. In Lacs)
2009-20101 2008-2009
Income 4484.25 2283.25
Other Income 1117.45 2025.46
Profit before Tax (410.55) 1188.73
Provision for Tax 5.87 272.08
Profit After Tax (404.68) 916.66
Transfer to General
Reserves - -
BUSINESS AND OPERATIONS
Over the last three years, your company through its subsidiaries and
joint ventures has been able to add more capacities, acquires strategic
companies, set up new divisions, expand into new geographies,
strengthen its design infrastructure, implement ERP and has now reached
an enviable position of "One Stop Shop" destination for its customers.
Today, your company through its subsidiaries and joint ventures offers
almost all categories of garments, manufactured either in its own or
outsourced from the most cost effective locations on either FOB or LDP
terms to its customers.
In the industry scenario, where most of the top retailers of the world
are consolidating their vendor base, stand alone vendors are going out
of business and their share are being taken over by companies which can
provide one Stop Shop Solutions. Vendors that are able to offer value
addition in terms of design input, provide different sourcing options
and have the operational and financial resources to meet retailers
increasing requirements are being categorized as their "Preferred
Vendors". This gives the vendor an edge over the competition. Due to
all its investments over the last couple of years, your company through
subsidiaries has already been categorized as Preferred Vendor by
various big Retailers in US and Europe. This together with strategic
acquisitions, helps the company to retain and grow its market share and
add new customers and enter new geography.
Consolidated turnover of the company is Rs.1832.05 Crore, up by more
than 26% in financial year 2009-10. The consolidated profit of the
company is Rs.14.14 Crore compared to profit of Rs.1.32 Crore for last
year. With no expected increase in fixed overheads, your company
expects that the new business initiatives will be start yielding
increase in sales and improved consolidated profit.
Considering the growing demand, the company plans to enhance
manufacturing capacities at Gurgaon, Chennai and Bangladesh during the
financial year 2010-11. Companys subsidiary, House of Pearl Fashions
(US) Limited has acquired license for Geoffrey Benne in US market and
look to evaluate this model to see future prospects. For this we have
built a strong team in New York for managing replenishment process. In
our warehouse in New Jersey, we are developing ability to manage pick
and pack services. The company is looking at 3-5 year strategy to form
strategic alliance/JVs with mills for woven bottoms and knit fabrics
and evaluating opportunities in Duty free countries such as Egypt.
CORPORATE SOCIAL RESPONSIBILITY
The company has been taking up and fulfilling its fundamental
responsibility towards society.
Little Pearl Educational Society, set up by the group has been
imparting employment oriented higher education through Pearl Academy of
Fashion (PAF) and retail sector education through Indian Retail School
(IRS). EAE, a pioneering institute of fashion technology has been
imparting quality education in fashion for more than a decade. IRS has
taken initiative to impart career oriented training in retail sector.
ARPAN is helping underprivileged chitdreh, studying in 1sl to 5* level
financially and also supporting the school system. The company is
formulating a formal Corporate Social Responsibilities (CSR) Policy
keeping in tune with its overall business policy and goals. AWARDS AND
RECOGNITION
Pearl Global Limited, the Indian subsidiary, received "AEPC Export
Award" for the year 2006- 07 and 2007-08 in the category "Highest
Exports in Woven Garments" on 2nd December, 2009.
Lerros Fashions India Ltd., Indian subsidiary in retail chain, won
award for best new brand launch for 2008 at the Images Fashions Awards
2009, recognized by the International Council of Shopping Centre
(ICSC). DIVIDEND
The Directors do not recommend any dividend for the year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of your Company, Mr. Pallak Seth and Mr. Sanjay
Pershad, would retire by Rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. Necessary
resolutions for their appointment are included in the notice convening
Annual General Meeting.
DIRECTORS IDENTIFICATION NUMBER (DIN)
The following are the Directors Identification Number (DIN) of your
Directors:
Mr. Deepak Seth -00003021 Dr. Ashutosh Prabhudas Bhupatkar -00479727
Mr. Pallak Seth -00003040 Mr. Chittranjan Dua -00036080
Mr. Pulkit Seth -00003044 Mr. Samar Ballav Mohapatra -00327410
Mr. SanjayPershad- 00003054 Mr. Rajendra Kumar Aneja -00731956
SUBSIDIARY COMPANIES
In line with the requirements of Accounting Standards AS - 21 issued by
the Institute of Chartered Accountants of India, consolidated financial
statements presented by the Company include the financial information
of its Subsidiaries. As required under Section 212 of the Companies
Act, 1956, the statement in respect of the Subsidiary companies is
annexed herewith and forms an integral part of this Annual Report.
AUDITORS
The Auditors, M/s S. R. Dinodia & Co., Chartered Accountants, (Regn.
No. 001478N), New
Delhi, retires at the conclusion of the ensuing Annual General Meeting
and are eligible for
re-appointment.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from Public or
Shareholders.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with
respect to Directors Responsibility Statement, it is hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March 2Q10, the applicable accounting standards issued by the
Institute of Chartered Accountants of India have been followed. There
are no material departures from prescribed accounting standards in the
adoption of the accounting standards.
ii) That the Directors have adopted such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2010 as a going concern and on accrual basis.
LISTING
The shares of your Company are listed at Bombay Stock Exchange Limited,
Mumbai and National Stock Exchange of India Limited, Mumbai. The listing
fees to the Stock Exchanges for the year 2010-11 have been paid.
REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Pvt. Ltd (formerly known as Intime Spectrum Registry
Limited) has been appointed as Registrars and Share Transfer Agent (RTA)
as common agency both for physical and demat shares, as required under
Securities Contract (Regulation) Act, 1956.
The detail of RTA forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate of the
Auditors, confirming compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement,
forms part of the Annual report.
CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009
The company is in the process of considering adoption of Corporate
Governance Voluntary Guidelines, 2009 (the Guidelines) and
formulating relevant policies/codes. The subject being at inception/
planning level, will take its shape in due course.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the
Company is given
separately under the head "Management Discussion and Analysis".
NOTES TO ACCOUNTS
The observations of the Auditors, if any, have been adequately
explained in Notes to Accounts and need no further clarification
PARTICULARS OF EMPLOYEES
A statement showing particulars of employees required under Section 217
(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 is annexed hereto as Annexure I and forms an
integral part of the Report.
PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217(1 )(e) of the Companies Act, 1956,
read with Rule 2 of the Companies (Disclosures of Particulars in the
Report of the Board of Directors) Rules, 1988
Relating to Energy Conservation and Technology Absorption are not
applicable.
Foreign Exchange Earnings and Outgo
Information pertaining to activities relating to exports, initiative
taken to increase exports, development of new export markets and
exports plans is as follows:
The Company through subsidiaries is into export of garments to various
countries and has taken various initiatives for increasing exports
like strengthening design & development, outsourcing garments from
cost effective locations and increasing manufacturing capacities. The
Company and subsidiaries have explored new markets in South America,
Africa and sourcing partners in Sri Lanka. The Company has valued
buyers across the globe and plans to cater to new markets and also to
cater to A category of International buyers especially through Chennai
unit of its subsidiary. Total Foreign Exchange used and earned (in Rs.):
Foreign Exchange Earnings
Particulars 2009-101 2008-09
Export of Goods- FOB basis 433,077,525 215,827,507
Interest Income 16,273,983 -
SAP/Mgmt Charges 19,874,074 -
Others 5,727,910 -
Total 474,953,492 215,827,507
Foreign Exchange Outgo
Particulars 2009-10 2008-09
Foreign Travelling 554,377 4,474,073
Advertisement Expenses 517,064 -
Commission 429,157 2,151,273
Sampling
Expenses 8,803,391 -
Others 1,789,711 -
Total 12,093,700 6,625,346
ACKNOWLEDGEMENT
The Directors of your Company are thankful to Bankers, Business
Associates, Customers, Members, Government Bodies & Regulators for the
continuous support received from them and place on record their
appreciation for the sincere services rendered by the employees at all
level.
For and on behalf of the Board
for House Of Pearl Fashions Limited
Deepak Seth
Place : Gurgaon Chairman
Date : 29.05.2010 (DIN-00003021)
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