DEAR SHAREHOLDERS,
The Board of Directors have pleasure in presenting their Report of your
Company along with Audited Financial Statements (Standalone and Consolidated), for the
financial year ended March 31,2024.
1. FINANCIAL RESULTS:
(Rupees in Lakh)
Particulars |
Standalone |
Consolidated |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
Revenue from Operations |
1,41,771.89 |
1,33,114.65 |
274,649.53 |
215,994.75 |
Other Income |
2,319.53 |
461.06 |
1,301.41 |
426.93 |
Total Income |
144,091.42 |
133,575.71 |
275,950.94 |
216,421.68 |
Finance costs |
1,708.02 |
2,087.32 |
5,172.55 |
4,793.17 |
Depreciation and amortisation expenses |
2,313.88 |
2,054.96 |
4,661.16 |
3,495.07 |
Total Expenses |
133,731.82 |
127,887.46 |
258,304.29 |
206,667.36 |
Profit before Tax |
10,359.60 |
5,688.25 |
17,646.65 |
9,754.32 |
Total Tax Expenses |
2,554.11 |
1,268.26 |
3,945.43 |
2,007.46 |
Profit for the year |
7,805.49 |
4,419.99 |
13,701.22 |
7,746.86 |
Other Comprehensive Income |
(23.21) |
4.28 |
(19.89) |
(3.04) |
Total Comprehensive Income |
7,782.28 |
4,424.27 |
13,470.13 |
7,743.82 |
EPS (Basis) |
31.67 |
20.42 |
54.73 |
35.78 |
EPS (Diluted) |
31.29 |
19.27 |
54.07 |
33.77 |
2. PERFORMANCE OVERVIEW:
During the year under review on a consolidated basis, our total income
increased by 27.51% to RS.2,75,950.94 lakh for FY 2023-24 from RS.216,421.68 lakh for FY
202223. Our revenue from operations increased by 27.16% to RS.2,74,649.53 lakh for FY
2023-24 from RS.215,994.75 lakh for FY 2022-23, primarily due to growth in our sales of
the product business driven by growth in sales of RACs and washing machines also this is
despite the ASPs falling sharply across the board for all our product categories. Other
income increased by 204.83% to RS.1,301.41 lakh for FY 2023-24 from RS.426.93 lakh for FY
2022-23, primarily due to an increase in the interest income on deposits with banks. Our
total expenses increased by 24.99% to RS.2,58,304.29 lakh for FY 2023-24 from
RS.206,667.36
lakh for FY 2022-23, on account of factors like Cost of materials
consumed, Employee Benefit Expense, Finance Costs etc. As a result, our profit for the
year increased by 76.86% to RS.13,701.22 lakh for FY 2023-24 from RS.7,746.86 lakh for FY
2022-23. On account of the above, our total comprehensive income increased by 73.95% to
RS.13,470.13 lakh for FY 2023-24 from RS.7,743.82 lakh for FY 2022-23. The operating cash
flow during the year has been strong and working capital optimisation remains key focus
area for the company. FY 2023-24 had been a strong growth period for your Company. The
detailed operational performance of your Company is provided in the Management Discussion
and Analysis Report forming part of this report.
3. INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL OF THE
COMPANY:
a) Allotment of 48,200 Equity Shares pursuant to PG Electroplast
Employees Stock Options Scheme - 2020.
During the period under review, the Company on May 26, 2023 allotted
48,200 Equity shares to 'PG Electroplast Limited Employees Welfare Trust' under the PG
Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment
of shares:
Date of members approval |
February 28, 2021 & March.28, 2022 |
Date of allotment |
May 26, 2023 |
Method of allotment |
Allotment of equity shares pursuant to PG Electroplast
Employees Stock Option Scheme - 2020. |
Issue price, basis of computation of issue price |
Issue price of RS.250/- as determined by Nomination &
Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020. |
Particulars of person to whom shares have been issued |
The equity shares were allotted to the PG Electroplast
Limited Employees Welfare Trust. |
Shareholding of promoters and promoter group prior to
allotment |
61.33% |
No. of share allotted |
48,200 Equity Shares of RS.10/- each |
Shareholding of promoters and promoter group post allotment |
61.20% |
Post Issue Public Shareholding |
38.59% |
Post Issue Employees Welfare Trust Shareholding |
0.21% |
Consideration details |
The company received consideration in cash of
RS.1,20,50,000/- pursuant to issue of 48,200 Equity Shares at an issue price of RS.250/-
each. |
Date of listing and trading approval of NSE & BSE |
June 27, 2023 |
b) Allotment of 28,700 Equity Shares pursuant to PG Electroplast
Employees Stock Options Scheme - 2020.
During the year, the Company on August 22, 2023 allotted 28,700 Equity
shares to 'PG Electroplast Limited Employees Welfare Trust' under the PG Electroplast
Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:
Date of members approval |
February 28, 2021 & March.28, 2022 |
Date of allotment |
August 22, 2023 |
Method of allotment |
Allotment of equity shares pursuant to PG Electroplast
Employees Stock Option Scheme - 2020. |
Issue price, basis of computation of issue price |
Issue price of RS.650/- as determined by Nomination &
Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020. |
Particulars of person to whom shares have been issued |
The equity shares were allotted to the PG Electroplast
Limited Employees Welfare Trust. |
Shareholding of promoters and promoter group prior to
allotment |
61.20% |
No. of share allotted |
28,700 Equity Shares of RS.10/- each |
Shareholding of promoters and promoter group post allotment |
61.12% |
Post Issue Public Shareholding |
38.65% |
Post Issue Employees Welfare Trust Shareholding |
0.23% |
Consideration details |
The company received consideration in cash of
RS.1,86,55,000/- pursuant to issue of 28,700 Equity Shares at an issue price of RS.650/-
each. |
Date of listing and trading approval of NSE & BSE |
August 29, 2023 |
c) Allotment of 32,05,128 Equity Shares pursuant to Qualified
Institutions Placement (QIP).
The Company on September 02, 2023 allotted 32,05,128 equity shares of
face value RS.10/- each to the eligible Qualified Institutional Buyers (QIBs) pursuant to
Qualified Institutions Placement (QIP).
Date of Members approval at AGM |
September 29, 2022 |
Date of allotment |
September 02, 2023 |
Method of allotment |
Allotment of Equity Shares pursuant to QIP |
Issue price, basis of computation of issue price |
Issue price of RS.1,560/- per equity share. The average of
the weekly high and low of the closing prices of the equity shares on NSE during the two
weeks preceding the relevant date i.e. August 28, 2023. |
|
Floor Price: RS.1,641.09/- |
|
Discount: RS.81.09/- per equity share i.e. 4.94% on Floor
Price. |
Particulars of person to whom Equity shares have been
allotted |
The equity shares were allotted to 29 QIBs belonging to the
Public Category. |
No. of equity shares allotted |
32,05,128 |
Consideration details |
The company has received the consideration in cash of
RS.499,99,99,680/- pursuant to allotment of 32,05,128 equity shares at an issue price of
RS.1,560/- each |
Pre-Issue promoter and promoter group shareholding |
61.12% |
Post-Issue promoter and promoter group shareholding |
53.59% |
Post-Issue Public shareholding |
46.21% |
Post-Issue Employees Welfare Trust shareholding |
0.20% |
Date of listing and trading approval of NSE & BSE |
September 04, 2023 |
d) Allotment of 1,600 Equity Shares pursuant to PG Electroplast
Employees Stock Options Scheme - 2020.
During the year, the Company on January 02, 2024 allotted 1,600 Equity
shares to 'PG Electroplast Limited Employees Welfare Trust' under the PG Electroplast
Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:
Date of members approval |
February 28, 2021 & March.28, 2022 |
Date of allotment |
January 02, 2024 |
Method of allotment |
Allotment of equity shares pursuant to PG Electroplast
Employees Stock Option Scheme - 2020. |
Issue price, basis of computation of issue price |
Issue price of RS.250/- as determined by Nomination &
Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020. |
Particulars of person to whom shares have been issued |
The equity shares were allotted to the PG Electroplast
Limited Employees Welfare Trust. |
Shareholding of promoters and promoter group prior to
allotment |
53.59% |
No. of share allotted |
1,600 Equity Shares of RS.10/- each |
Shareholding of promoters and promoter group post allotment |
53.59% |
Post Issue Public Shareholding |
46.40% |
Post Issue Employees Welfare Trust Shareholding |
0.01% |
Consideration details |
The Company received consideration in cash of RS.4,00,000/-
pursuant to issue of 1,600 Equity Shares at an issue price of RS.250/- each. |
Date of listing and trading approval of NSE & BSE |
January 24, 2024 |
At the end of the year, the Company's issued, subscribed and paid-up
capital was 2,60,26,245 Equity Shares of RS.10/- each.
4. TRANSFER TO RESERVE:
The Board of Directors of your company has decided not to transfer any
amount to the Reserves for the year under review.
5. DIVIDEND:
The Board of Directors has recommended a dividend of 20% i.e. RS.0.20/-
per equity share of RS.1/- each fully paid up of the Company, for the Financial Year ended
on March 31, 2024. The dividend is subject to the approval
of members at the ensuing Annual General Meeting and shall be subject
to deduction of Income Tax at source.
The Dividend recommended is in accordance with the Company's Dividend
Distribution Policy. The said policy is available on the Company's website and can be
accessed at https://www.pgel.in/pdF/codes-policies/DDPolicv.pdf.
6. STATE OF THE COMPANY'S AFFAIRS:
Business and its operations:
PG Electroplast Limited, an established original design manufacturer
("ODM") and contract manufacturer ("CM"), for the consumer durables
industry in India, with primary focus on manufacture of room air conditioners
("RACs"), washing machines and plastic moulding. The Company provide end - to -
end solutions across the entire value chain of the products we supply to our customers,
which include more than 50 leading domestic and international brands. This includes
product conceptualization, designing and prototyping, tool design and manufacturing,
supply chain development and final assemblies for products like RACs, washing machines,
LED TVs and air coolers. The Company considers its ability to evolve and address the needs
of our marquee customer base as a key factor in the growth of our revenue from operations.
The Company, including its wholly owned subsidiary, operates ten
manufacturing units located in Greater Noida, Uttar Pradesh; Roorkee, Uttarakhand;
Ahmednagar, Maharashtra and Bhiwadi, Rajasthan.
The manufacturing units are equipped with high quality machinery,
assembly lines and full power backup that enable us to meet the quality requirements of
our customers in a timely manner.
The Company has continuously evolved our product portfolio to meet the
needs of our customers and cater to the prevailing industry technologies. Post
incorporation in 2003, the Company started manufacturing plastic moulded components.
Thereafter, in 2014, the Company started focusing on the products business and commenced
manufacturing air coolers. We set up an in - house tool room for our tool manufacturing
business vertical in 2016 and thereafter started manufacturing semi - automatic washing
machines in 2017. In 2018, we started manufacturing RAC IDUs and subsequently RACs ODUs in
2021. Additionally, in 2021, we commenced manufacturing FATL and subsequently LED TVs in
2022. Presently, our product portfolio includes complete RAC sets, Washing Machines, Air
Coolers and Televisions, all of which today contribute significantly to our revenue.
The Company has been manufacturing RAC IDUs since 2018 and RAC ODUs
since 2021. We offer RACs CBU in the capacity ranging from 0.7T to 2.5T in both fixed
speed and invertor categories for various star ratings. We are the second largest player
in terms of RAC finished goods sales to the OEMs / brands. The Company is a largest
manufacturer of plastic moulding for consumer durables and consumer electronics industry,
in terms of revenue in India, as on March 31,2024. Through the plastic moulding business,
we offer a wide range of products including small, medium and large sized, high -
precision, surface critical injection moulded components for consumer durables and the
consumer electronics industry.
The Company is the second largest ODM player for washing machines in
India which provides end - to - end assembly solutions for final products. The Company
commenced manufacturing semi - automatic washing machines in 2017 and presently offer semi
- automatic and fully automatic washing machines in capacities ranging from 6 - 14 kg and
6.5 - 7.5 kg, respectively.
The Company is an end - to - end solutions provider across the entire
value chain of the products we supply to our customers. We serve across varied industries
such as air conditioners, washing machines, LED TVs, Air Coolers, Automotive Components,
Bathroom Fittings and Consumer Electronics.
Key business developments:
In FY 2024, the Company forged a new joint venture partnership -
Goodworth Electronics Private Limited, to augment its TV and hardware business.
PGEL's 100% subsidiary, PG Technoplast, crossed RS.1456 crores
in revenue in its third year of operations. Company's Bhiwadi AC Unit became operational
during the year.
Consolidated Revenues crossed RS.2,746 crores with Product
business sales crossing RS.1,668 crores. PGEL's 100% subsidiary, PG Technoplast, crossed
INR 1,450 crores in revenue in its third year of operations.
During the year, PG Technoplast acquired 100% stake in Next
Generation Manufacturers Private Limited To avail physical infrastructure (Land, Building,
Plant & Machinery), acquire manufacturing business of NGM for growth and expansion and
to become a preferred outsourcing vendor for Consumer Durables and Electronics Business of
Amstrad Brand.
Developed, validated, and launched successfully new products in
washing machines, Room AC and Coolers. During the year the Company increased its capacity
across Room AC with new greenfield capacity in Bhiwadi.
The Product business contributed 60.7% of the total revenues for
FY2024 and grew 24% in FY2024.
The AC business posted strong growth despite slow first half and
company had Industry leading growth in the segment.
The Washing machine business experienced a 20% revenue growth in
FY 2024 compared to FY 2023. The new product range received a positive response from
market.
During FY 2024 due to the unseasonal rains, the Air Coolers
business was flat YoY and contributed H 38 crores to consolidated Sales of the company.
The Plastic moulding component segment had a YoY sales growth of
about 8% and contributed RS.694 crores to the consolidated topline in FY 2024. There are
specific segments like specialised plastic components in Sanitaryware and Fans, which are
growing at a higher rate and driving sales growth in this segment.
The Company assembles printed circuit board assemblies for a
wide range of applications on a turnkey basis (including procurement, assembly, testing,
packing & shipping) for leading TV manufacturers and also use to assembles LED TVs.
This business contributed 14% to the FY2024 consolidated Sales and grew 132% over last
year. The TV business, which contributed H 306 crores has been shifted to a new 50% JV -
Goodworth Electronics.
During FY2024, the tooling business contributed ~0.4% to the
Company's total consolidated Sales. This business also acts as an enabler for some of the
company's speciality plastic moulding businesses.
PG group serviced over 30 leading brands in the AC for its ODM
models and over 25 leading brands for Washing Machines in ODM model.
Significant enquiries and commitment for new business been
witnessed across business segments and growth outlook remains robust across verticals.
All our businesses segments have performed well in FY24,
particularly the company's current focus area - the products business.
The Company plans to become future ready, and several strategic
initiatives and expansions are underway to capture the opportunities in the emerging
landscape.
Capital Expenditure Activities:
During the year, the company on a consolidated basis has incurred
RS.25,202.79/- lakh on capital expenditure primarily for the purchase of plant and
equipment. Further, the Company allocated higher capital expenditure for certain
identified eligible white good products such as control assemblies for IDU or ODU or
remotes, plastic moulding components, sheet metal components, heat exchangers, cross flow
fan, and display panels (LCD / LED) and towards our R&D to meet our customer
requirements to sustain or enhance our existing products and to develop new technologies
and processes that would better allow us to customize products for our clients. Also, the
Company has invested in the construction of new building/floors which has increased the
covered area.
7. CREDIT RATING:
During the year, the Credit Rating Agency 'Crisil Ratings Limited' has
upgraded your Company's Long-Term Rating "CRISIL A-/Stable" to "CRISIL
A/Positive" on October 20, 2023.
8. INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any outstanding amount of unclaimed/unpaid
dividend and the corresponding shares.
9. MANAGEMENT:
Board of Directors:
a) The appointment of Mr. Raman Uberoi (DIN: 03407353) as Non-Executive
Independent Director of the Company w.e.f. March.22, 2023 was regularised through Postal
Ballot Process by the shareholders of the Company on June 21,2023.
b) The Board of Directors in their meeting held on February 13, 2024
reappointed Mr. Vishal Gupta (DIN: 00184809) as Managing Director - Finance and Mr. Vikas
Gupta (DIN:00182241) as Managing Director - Operations of your Company w.e.f. April
01,2024.
c) Reappointment of Mr. Vishal Gupta (DIN: 00184809) as Managing
Director - Finance and Mr. Vikas Gupta (DIN:00182241) as Managing Director - Operations of
your Company was regularised through Postal Ballot Process on March.20, 2024 for a period
of three consecutive years w.e.f. April 01,2024.
Disclosures under Section II of Part II of Schedule V of the Companies
Act, 2013:
(i) All elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors including detail of fixed
component is mentioned in Corporate Governance Report as Annexure I.
(ii) Service contracts, notice period, severance fees: N.A.
(iii) Stock option details: N.A.
In accordance with the provisions of the Companies Act 2013, Mr. Vishal
Gupta (DIN:00184809), Director of the Company will retire by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for re-appointment.
None of the Directors have incurred any disqualification on account of
non-compliance with any of the provisions of the Act. During the year 2023-24,
Non-Executive Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees for the purpose of attending
meetings of the Company.
The Company has received declarations from each of the Independent
Directors confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 as well as under Regulation 16 of SEBI
(Listing Obligation & Disclosure Requirements) Regulation, 2015 and
there has been no change in the circumstances which may affect their status as independent
director during the year. The independent directors have also confirmed that they have
complied with the Company's code of conduct.
Key Managerial Persons:
During the year under review, there was no change in Key Managerial
Persons of your Company.
10. MEETINGS OF BOARD OF DIRECTORS & ITS COMMITTEES.
9 (Nine) meetings of the Board of Directors were held during the period
under review. For details of the Composition & Meetings of the Board and its
Committees, please refer to the Report on Corporate Governance, which forms part of this
Report as Annexure I.
During the year, no such instances occurred where the Board has not
accepted any recommendation of the Audit Committee.
11. BOARD EVALUATION AND FAMILIARIZATION PROGRAMME:
The Nomination & Remuneration Committee has carried out a formal
annual evaluation of performance of the Board itself through a structured questionnaire
after taking into consideration the various aspects of the Board's functioning,
composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations and governance, of its Committees and individual Directors,
pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The evaluation of individual
Directors including chairman was done by the Directors other than the one being evaluated
by Board & Nomination Remuneration Committee.
The Nomination & Remuneration Committee evaluated the performance
of each and every director of the company and each member of the committee and expressed
satisfaction over their performance.
Further, the Independent Directors also, at their separate meeting held
on March 30, 2024 reviewed the performance of chairman of the Board, Non-Independent
Directors and the Board as a whole and assessed the quality, quantity and timeliness of
flow of information between the company management and the Board. They expressed
satisfaction over the said subject matter.
The details of program for familiarization of Independent Directors of
your Company are available at web-link http://www.pgel.in/pdf/codes-policies/FP ID.pdf
12. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION AND ANALYSIS
REPORT AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Corporate Governance Report is presented as 'Annexure I';
Management Discussion & Analysis Report and Business Responsibility &
Sustainability Report as stipulated under SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 forms integral part of this report. Compliance certificate
on Corporate Governance, issued by M/s Puja Mishra & Co., Practicing Company Secretary
also form a part of the said Corporate Governance Report.
13. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company has adopted a Nomination and Remuneration Policy. Salient
features of this policy are attached as 'Annexure II' to this report.
14. REMUNERATION OF DIRECTORS AND EMPLOYEES:
The disclosure pertaining to remuneration and other details of
directors and employees as required under section 197(12) of the Companies Act 2013 read
with Rule 5 of the Companies (Appointment and remuneration of Managerial Personal) Rules,
2014 and the amendment thereof have been provided in the 'Annexure III' forming part of
this report.
During the period under review, the Managing/Whole time Director of the
company were not in receipt of any commission from the company.
15. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following statement in terms of
Section 134(3)(c) of the Act:
a) that in the preparation of the Annual Accounts for the year ended
March 31, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) the directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2024 and
of the profit of the Company for the year ended on that date;
c) 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, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) that the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) that the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
16. INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK
MANAGEMENT:
The establishment of an effective corporate governance and internal
control system is essential for sustainable growth and long-term improvements in corporate
value, and accordingly your Company works to strengthen such structures. Your Company has
developed & implemented a Risk Management framework for identification, evaluating and
management of risks, including the risks which may threaten the existence of the Company.
In line with your Company's commitment to deliver sustainable value, this framework aims
to provide an integrated and organized approach for evaluating and managing risks. Regular
exercise has been carried out to identify, evaluate, manage and monitor the risks.
Your Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. The Company has in
place adequate controls, procedures and policies, ensuring orderly and efficient conduct
of its business, including adherence to the Company's policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records, and timely preparation of reliable financial information. The internal
controls cover operations, financial reporting, compliance with applicable laws and
regulations, safeguarding assets from unauthorized use and ensure compliance of corporate
policies. Internal controls are reviewed periodically by the internal auditors and are
subject to management reviews with significant audit observations and follow up actions
reported to the Audit Committee. The Audit Committee actively reviews the adequacy and
effectiveness of internal control systems and suggests improvements for strengthening them
in accordance with the changes in the business dynamics, if required.
The Risk Management Committee and the Board did not identify any risk
which threatens the existence of your Company.
17. UTILISATION OF QUALIFIED INSTITUTIONS PLACEMENT (QIP) PROCEEDS:
Pursuant to SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, Sections 42 and 62 of
the Act, the Company allotted 32,05,128 equity shares through Qualified
Institutions Placement ('QIP') at an issue price of RS.1,560/- per equity share (including
a premium of RS.1,550/- per equity share) aggregating to RS.500 Crores on September 02,
2023. The proceeds of funds raised under QIP of the Company are utilised as per Objects of
the Issue. The details of the utilisation of the funds raised have been provided in the
Corporate Governance Report forming an integral part of this Report.
18. STATUTORY AUDITORS & THEIR REPORT:
M/s S.S. Kothari Mehta & Company, Chartered Accountants, (Firm
Registration No. 000756N) were appointed as the Statutory Auditors of the Company from the
conclusion of the 19th AGM till the conclusion of 24th AGM of the Company.
The Report of Statutory Auditor's - M/s S.S. Kothari Mehta &
Company, on Financial Statements (Standalone & Consolidated) for the year ended on
March 31,2024 are part of this Annual Report. The Statutory Auditor's Report does not
contain any qualification, reservation or adverse remarks. No fraud has been reported by
the Auditor.
19. SECRETARIAL AUDITORS & THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s Puja Mishra & Co., Practicing Company Secretary
for conducting Secretarial Audit of Company for the financial year 2023-24. The
Secretarial Audit Report of the Company and Material Subsidiary i.e. PG Technoplast
Private Limited is annexed with Board Report as 'Annexure IV'. The Secretarial auditor's
report does not contain any qualification, reservation or adverse remarks. The auditors
have also given a certificate of Non-Disqualification of Directors as on March 31, 2024
annexed with Board Report as 'Annexure V'.
Other parts of this report are self-explanatory and do not call for any
further clarifications.
20. COST AUDITORS:
The Board of Directors have re-appointed M/s Amit Singhal &
Associates, Cost Accountants, having Firm Registration Number: 101073, as Cost Auditors to
audit the cost records of the financial year 2024-25 and recommended ratification of their
remuneration by the shareholders at the ensuing annual general meeting. The Company has
maintained cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013 w.r.t. the business activities carried out by the
Company.
21. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:
As on March 31, 2024, your Company has 2 (Two) Wholly Owned
Subsidiaries i.e. M/s PG Technoplast Private Limited and M/s PG Plastronics Private
Limited. M/s PG Technoplast Private Limited is the Material Subsidiary of the Company.
Your Company on July 13, 2023 entered into a 50-50 Joint Venture (JV)
Agreement with Jaina Group [Jaina Marketing & Associates (JMA), Jaina India Private
Limited (Jaina India) and Goodworth Electronics Private Limited (Goodworth)] to create a
strong and competitive business that can meet the growing demand for high-quality
televisions. Further, on July 31, 2023 pursuant to the JV Agreement, Goodworth Electronics
Private Limited became a Joint Venture Company of your Company.
Pursuant to the provisions of Section 129 (3) of the Companies Act,
2013, a statement containing the salient features of the financial statements of all the
Subsidiaries and Joint Venture Company in Form AOC-1 is annexed hereto as 'Annexure VI'
and hence, not repeated here for the sake of brevity.
A copy of the audited financial statements of each of the subsidiary
companies and joint venture will be kept for inspection for any Member of the Company at
the Corporate Office during business hours. Further, pursuant to the provisions of Section
136 of the Companies Act, 2013, these financial statements are also placed on the
Company's website www.pgel.in. A copy of these financial statements shall be made
available to any member of the Company, on request.
22. DEPOSITS:
The Company has not accepted any deposits from the public and as such,
no amount on account of principal or interest on deposits from public was outstanding as
on the date of the balance sheet.
23. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial
Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contract or arrangements entered by the Company with
related parties referred to in section 134 of the Companies Act, 2013 are disclosed in
form AOC-2 as 'Annexure VII'.
During the year, the Company had not entered into any
contract/arrangement/ transaction with related parties which could be considered material
except for transactions with wholly owned subsidiary in accordance with the Companies Act,
2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and policy
on dealing with Related Party Transactions of the Company. Details of related party
transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the
notes to the standalone/consolidated financial statements forming part of the Annual
Report 2023-24.
All related party transactions entered into by your Company, during the
year under review, were approved by the Audit Committee. Prior omnibus approval has been
obtained for related party transactions which are repetitive in nature and/or entered in
ordinary course of business and at arm's length. There are no materially significant
related party transactions that may have potential conflict with the interest of the
Company at large.
The policy on materiality of Related Party Transactions and policy on
dealing with Related Party Transactions are available at web-link
http://www.pgel.in/pdf/codes- policies/RelatedPartvTransactionsPolicv.pdf
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company has been constantly working towards promoting education,
including special education and employment enhancing vocational skills and promoting
education and financial assistance to the children and women of weaker sections of society
including overall development and upliftment. Your Company's constant endeavor has been to
support initiatives in the chosen focus areas of CSR.
Your Company has a duly constituted CSR Committee, which is responsible
for fulfilling the CSR objectives of your Company. Details of composition of CSR Committee
and Annual Report on CSR Activities of your Company are enclosed as 'Annexure VIII' and
form a part of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The CSR Policy of your Company lays down the philosophy and approach of
your Company towards its CSR commitment. CSR Policy, adopted by the Company, is available
on its website at link http://www.pgel.in/pdf/ codes-policies/CSRPOLICY.pdf
26. EMPLOYEES STOCK OPTION SCHEME:
Your Company has in place a 'PG Electroplast Employees Stock Option
Scheme - 2020' (Scheme) to enhance the employee engagement, reward the employees for their
association and performance and to motivate them to contribute to the growth and
profitability of the Company.
The Board of Directors in its meeting held on November 05, 2020 and the
shareholders of the company through postal ballot on February 28, 2021 approved the Scheme
to create, grant, offer, issue and allot Employee Stock Options ("Options") to
the employees of the Company and its subsidiary company(ies) under the Scheme, in one or
more tranches, a maximum of 2% of issued and paid-up capital of the Company. Further,
approvals of the Board of Directors and Shareholders of the Company at their meetings held
on February 14, 2022 and March.28, 2022, respectively, was accorded to increase the
existing pool of the Scheme from 3,90,578 Options to 6,09,422 Options. Accordingly, the
options reserved under the Scheme are 10,00,000 Options convertible into equal number of
Shares of H10/- each.
The Scheme was in compliance with erstwhile Securities and Exchange
Board of India (Share Based Employee Benefit) Regulations, 2014 (hereinafter referred as
SEBI (SBEB) Regulations). The Scheme was amended to align with the Securities and Exchange
Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021
(hereinafter referred as SEBI (SBEB & SE) Regulations) which were notified on August
13, 2021.
During the year, your Company granted 3,57,000 (Three Lakh Fifty-Seven
Thousand Only) Options to the employees of the Company and its subsidiary company under
the Scheme.
Further, your company on an aggregate basis allotted 78,500
(Seventy-Eight Thousand Five Hundred Only) Equity Shares of face value of RS.10/- each to
the 'PG Electroplast Limited Employees Welfare Trust' under the PG Electroplast Employees
Stock Options Scheme - 2020.
In compliance with the requirements of the SEBI (SBEB & SE)
Regulations), a certificate from auditors confirming implementation of the Scheme in
accordance with the said regulations and shareholder's resolution, will be available
electronically for inspection by the members during the annual general meeting of the
Company. Further the disclosure pursuant to the provisions of the SEBI (SBEB & SE)
Regulations) can be accessed at the company's website at https://www.pgel.in/pdf/
Disclosure SBEB 31032024.pdf
27. VIGIL MECHANISM:
The Company has established a Vigil Mechanism / Whistle Blower Policy
for dealing with instances of fraud & mismanagement. All Employees of the Company and
various stakeholders of the company can make protected disclosures in writing or through
mail in relation to matters concerning the Company/unethical behavior/ actual or suspected
fraud/ violation of codes & policies of the Company.
Your Company hereby confirm that no directors/employee have been denied
access to the chairman of the Audit
Committee. There were no complaints received through the said mechanism
during the financial year 2023-24.
The Vigil Mechanism or whistle blower policy may be accessed at
web-link http://www.pgel.in/pdf/codes- policies/VigilMechanismWhistleBlowerPolicv.pdf
28. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies
Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules,
2014 are placed on the website of the Company and is accessible at the
http://www.pgel.in/pdf/Annual Return 2023-24.pdf
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING & OUTGO:
(A) Conservation of Energy:
The key focus area in our operations is conservation of energy. We
endeavor to conserve energy and continuously make efforts to optimize use of fuels, power
& water. The following steps have been taken for conservation of energy:
a) The company, in an effort towards reducing the carbon footprint, has
begun sourcing some of its required electricity from renewable sources. Your Company have
entered into a power purchase agreement with a company to obtain at least 3.1 MW of solar
energy for our manufacturing unit at Uttar Pradesh for a period of 25 years. Also have
installed a 1.4 MW rooftop grid system solar panel at our Unit 2 - Subsidiary in
Maharashtra, and a 0.65 MW solar plant at our Unit - 4 in Maharashtra. These initiatives
are expected to help the company lower energy costs and reiterate the company's commitment
to sustainable development philosophy.
b) The Company purchased several Injection Moulding Machines that use
Servo-Hybrid Technologies which use 60% less power than older Injection Moulding Machines.
c) A turbo ventilation system has been installed on all roofs which has
reduced the use of exhaust fans.
d) The Company is also maintaining a power factor of about close to 1.
e) All streetlights & main machine flow highbay lights have been
substituted for greener LED alternatives.
f) Shop floors which run manufacturing process have been transitioned
to LED highbay lights
which have further reduced the energy costs by about 60%.
g) The Company has installed variable frequency drivers in all electric
motors which have helped sustain a lower power factor.
h) Using invertor technology to control the speed of the compressor's
motor in the AC plant better temperature regulation has been achieved and has hence
reduced energy consumption.
i) The Company continuously evaluate new technologies and techniques to
make infrastructure more energy efficient.
The main goal behind all the initiatives is to promote a safe, healthy
and green work environment by adopting efficient technologies.
(B) Technology absorption:
In striving for continuous excellence in technology and best quality
product, several initiatives have been taken:
a) The bigger moulding machines on the shop floor have been fitted with
an automatic conveyor line, thereby reducing production cost while enhancing product
quality.
b) With technology from Hoti (Xiamen) Plumbing Inc, the company has
added a PU paint shop and a UF thermoset moulding seat facility, giving it new
manufacturing capabilities.
c) New Blow Moulding Equipment has also been installed.
d) Additional PCB & SMT assembly-cum- automation machines have been
purchased thereby increasing production capacity.
e) Industrial robots are being installed on injection moulding machines
which will reduce manpower cost.
f) Injection moulding machines with servo drive technology have been
added to the facilities.
These initiatives will help the Company to manufacture cheaper and more
durable products.
(C) Foreign exchange earnings and Outgo:
Particulars |
2023-24 |
2022-23 |
Foreign Earnings |
300.19 |
201.62 |
Foreign Outgo |
19,987.78 |
32,762.77 |
30. SIGNIFICANT & MATERIAL REGULATORY ORDERS:
During the reporting period, no significant material orders were passed
by the regulators or courts or tribunals impacting the going concern status and Company's
operations in future.
31. MATERIAL CHANGE AND COMMITMENT OCCURRED BETWEEN END OF FINANCIAL
YEAR AND THE DATE OF REPORT:
The Nomination & Remuneration Committee on April 20, 2024 granted
1,41,000 (One Lakh Forty-One Thousand only) Employee Stock Options convertible into equal
number of Equity Shares of the Company of face value of RS.10/- each, to the Employees of
the Company and its Subsidiary Company, under the PG Electroplast Employees Stock Option
Scheme - 2020.
The Nomination & Remuneration Committee on May 22, 2024 allotted
71,599 (Seventy-One Thousand
Five Hundred Ninety-Nine Only) Equity Shares of RS.10/- each to the 'PG
Electroplast Limited Employees Welfare Trust' under PG Electroplast Employees Stock
Options Scheme - 2020.
The Board of Directors on May 22, 2024 and Shareholders through Post
Ballot on June 26, 2024 approved sub- division/split of existing equity share of the
Company from 1(One) equity share having face value of RS.10/- each (Rupees Ten Only),
fully paid-up into10 (Ten) equity shares having face value of RS.1/- each (Rupee One Only)
fully paid-up.
The Board of Directors on May 22, 2024 and Shareholders through Post
Ballot on June 26, 2024 approved Alteration of the Capital Clause (Clause V) of the
Memorandum of Association of the Company (MoA) on account of sub-division/split of
existing equity of RS.10/- (Rupees Ten Only) each fully paid-up to RS.1/- (Rupee One Only)
each fully paid-up.
The Board of Directors on May 22, 2024 recommended the payment of a
final dividend @20% i.e. RS.0.20 per equity share of the Company. In this connection, it
is pertinent to note that the rate of dividend is fixed upon considering the fact that
cut-off date for payment of dividend shall be fixed upon subdivision of equity shares of
the Company to RS.1/- (Rupee One Only) each.
The Board of Directors on May 22, 2024 and Shareholders through Post
Ballot on June 26, 2024 approved reappointment of Mrs. Mitali Chitre (DIN:09040978) as
Nominee Director (Non -Executive Director) for a period of three consecutive years w.e.f.
July 02, 2024 on behalf of Baring Private Equity India AIF pursuant to Investment
Agreement dated May 25, 2021.
Sub-division/Split of Equity Shares of the Company from 1 (One) Equity
Share having face value of RS.10/- each (Rupees Ten Only) fully paid-up into 10 (Ten)
Equity Shares having face value of RS.1/- each (Rupee One Only) fully paid up was
effective from July 10, 2024.
The Nomination & Remuneration Committee on August 05, 2024 allotted
6,56,000 (Six Lakh Fifty-Six Thousand Only) Equity Shares of RS.1/- each to the 'PG
Electroplast Limited Employees Welfare Trust' under PG Electroplast Employees Stock
Options Scheme - 2020.
The post allotment, paid-up Equity Capital of the Company after
sub-division/split of Equity Shares stands increased to RS.26,16,34,440/- consisting of
26,16,34,440 Equity Shares of face value of RS.1/- each.
Mr. Sharad Jain (DIN: 06423452) ceased to be NonExecutive Independent
Director of the Company upon completion of his second term of 5 (Five) years with effect
from close of business hours on August 10, 2024.
Except for the details mentioned above, there is no material change and
commitment occurred between March 31, 2024 and the date of this report, which may affect
the financial position of the Company.
32. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARD:
During the reporting period, your company has duly complied with all
applicable secretarial standards.
33. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to comply with provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has
formulated and implemented a policy on prevention, prohibition and redressal of complaints
related to sexual harassment of women at the workplace. All employees, whether permanent,
temporary or contractual are covered under the above policy. The said policy has been
uploaded on the internal portal of the Company for information of all employees. An
Internal Complaint Committee (ICC) has been set up in compliance with the said Act.
The following is a summary of sexual harassment complaints received and
disposed of during the year:
(a) Number of complaints pending at the beginning of the year: NIL
(b) Number of complaints received during the year: NIL
(c) Number of complaints disposed off during the year: NIL
(d) Number of cases pending at the end of the year: NIL ACKNOWLEDGEMENT
The Directors extended their vote of thanks to the Company's employees,
customers, vendors, business associates investors and all stakeholders for their
continuous support. The Directors also thank the Government of India, Governments of
various states in India, Governments of various countries and concerned Government
departments and agencies for their cooperation. The Directors appreciate and value the
contribution made by every member of the PG Group.
|
For and on Behalf of |
|
|
Board of Directors of PG Electroplast
Limited |
|
Date: September 06, 2024 |
|
|
Place: Greater Noida |
|
|
|
Sd/- |
Sd/- |
|
(Anurag Gupta) |
(Vikas Gupta) |
|
Chairman |
MD-Operations |
|
DIN:00184361 |
DIN:00182241 |
|
B-15, Kalindi Colony, |
B-15, Kalindi Colony, |
|
Delhi-110065 |
Delhi-110065 |