To the Members,
Your directors have pleasure in presenting their 35th Annual Report on the
business and operations of the Company together with the Audited Financial Statements for
the financial year ended March 31, 2024.
FINANCIAL RESULTS
(Rs. in Lakh)
Particulars |
Consolidated |
|
Standalone |
|
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Income from operations |
3,43,615.11 |
3,15,840.92 |
95,366.71 |
1,10,377.07 |
Other Income |
3,236.87 |
2,280.99 |
4,232.27 |
3,035.51 |
Total Income |
3,46,851.98 |
3,18,121.91 |
99,598.98 |
1,13,412.58 |
EBITDA |
30,780.37 |
25,553.50 |
4,931.89 |
6,959.91 |
Profit before Tax |
19,205.97 |
17,584.92 |
3,047.69 |
6,167.05 |
Provision for Tax |
2,293.61 |
2,285.70 |
223.92 |
785.40 |
Net Profit /(loss) for the period |
16,912.36 |
15,299.22 |
2,823.77 |
5,381.65 |
Earnings per share |
|
|
|
|
(a) Basic |
40.26 |
34.45 |
6.50 |
12.42 |
(b) Diluted |
40.05 |
34.40 |
6.45 |
12.39 |
FINANCIAL PERFORMANCE, STATE OF THE AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK
During the year, your Company's consolidated income from operations was Rs. 3,43,615.11
Lakhs as against
Rs. 3,15,840.92 Lakhs in the previous yearandNetProfitwas
Rs. 16,912.36 Lakhs as against Net Profit Rs. 15,299.22 Lakhs in the previous year.
Further during the year, your Company's standalone income from operations was Rs.
95,366.71 Lakhs as compared to
Rs. 1,10,377.07 Lakhs in the previous year and Net Profit was Rs. 2,823.77 Lakhs as
compared to Net ProfitRs. 5,381.65 Lakhs in the previous year.
Pearl Global Industries Limited (PGIL) is one of the 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 player in our Industry. Our mainstay business is to create value from
competitively manufacturing and exporting fashion garments to leading global brands.
PGIL is a worldwide clothing manufacturing company that provides end-to-end supply
chain solutions to global brands with its integrated production capabilities centered on
Design and Development, Global Manufacturing, Marketing and Distribution, and Sourcing and
Supply Chain. The Company develops apparels for all genders and age groups across
locations and style preferences. The Company has twenty-four state-of-the-art
manufacturing plants (including
Partnership facilities) across five countries including
India (Gurugram, Chennai and Bengaluru), Bangladesh, Vietnam, Indonesia and Guatemala
and has design studios and marketing offices in Hong Kong, Spain, the UK and the
US.
Our product portfolio includes Knits, Wovens, Denim, Outerwear, Activewear &
Athleisure, Sleepwear and Lounge, Childrenswear and Workwear. We are a well-diversified
company with a de-risked manufacturing base having multinational presence. Our business is
primarily focused on the export of apparels with USA contributing the highest amongst all
countries. Marquee
Clientele includes GAP, Kohl's, Inditex, PVH, Macy's, Ralph
Lauren, Old Navy, Muji, Talbots among others. We have a total capacity to manufacture
around 6.99 Million garments per month (83.9 Million garments per annum including own and
partnership facilities).
The Company is continuously striving to add more strategic customers and growing
manufacturing facilities to manage more complex processes, which will not only help us
improve per-piece realisations, but also enable us to better serve our customers' evolving
needs. Your company is currently in the advanced stage of entering into lease for capacity
expansion in two states through subsidiaries and also exploring opportunities in other
locations and states to boost our domestic presence. Additionally, the Company continues
to evaluate the acquisition of factories in other countries to further strengthen our
global footprint. Furthermore, Pearl Global is strengthening its partnership model in
overseas countries to serve its customers by meeting all their requirements, also
maximizing the return for the investors with improved return ratios.
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.
CREDIT RATING
During the year, ICRA upgraded the Long-Term Credit Rating to A- (Stable) from [ICRA]
BBB+ (Stable) and Short Term Rating A2+ from [ICRA] A2.
TRANSFER TO GENERAL RESERVES
The Board of Directors do not propose to transfer any amount to Reserve.
DIVIDEND DISTRIBUTION POLICY
The Company has a Dividend Distribution Policy in place as required under Regulation
43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time.
The Dividend Distribution Policy may be accessed on the Company's website at
https://www.pearlglobal.com/wp-content/ uploads/2021/10/Dividend-Distribution-Policy.pdf.
DIVIDEND
The Board of Directors had declared the following Interim Dividends during the year in
compliance with the Dividend Distribution Policy. The dividend amount paid by the Company
also includes the dividend received by the Company from its wholly owned subsidiary Pearl
Global (HK) Limited, Hong Kong.
Particulars |
For 2022-23 |
For 2023-24 |
|
2nd Interim Dividend |
1st Interim Dividend |
2nd Interim Dividend (Special) |
Date of Declaration |
May 15, 2023 |
August 21, 2023 |
November 08, 2023 |
Record Date |
May 26, 2023 |
September 01, 2023 |
November 22, 2023 |
Rate of Dividend per share |
Rs. 5/- per |
Rs. 5/- per |
Rs. 12.5/- per |
(Face Value of Rs. 10 per share) |
Equity Share |
Equity Share |
Equity Share |
% |
50% |
50% |
125% |
Total Payout (Rs. in Lakhs) |
1,083.19 |
1,083.19 |
2,721.99 |
Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders
with effect from April 01, 2020 and tax has been deducted at source on the Dividend at
prevailing tax rates inclusive of applicable surcharge and cess based on information
received by the Registrar & Transfer Agent and the Company from the Depositories.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and pursuant to the
recommendations of the Nomination and Remuneration Committee, Dr. Rajiv Kumar (DIN:
02385076), Mr. Sanjay Kapoor (DIN: 00264602) and Mr. Ashwini Agarwal (DIN:
00362480) were appointed as Additional Directors in the category of Non-Executive,
Independent Directors for a period of five years, w.e.f. February 12, 2024 by the Board of
Directors at its meeting held on February 12, 2024. The
Company has also obtained shareholders' approval for appointment of the aforesaid
Directors through Postal Ballot on March 27, 2024.
Further, Mr. Anil Nayar (DIN: 01390190), Mr. Chittranjan Dua (DIN: 00036080) and Mr.
Rajendra Kumar Aneja (DIN: 00731956) have completed their second term as Independent
Directors and have consequently ceased to be
Directors of the Company w.e.f. the close of business hours on March 31, 2024. Your
Directors placed on record their appreciation for the valuable contribution made by them
during their tenure as Directors of the Company.
During the year under review, Mr. Shailesh Kumar (DIN: 08897225) was re-appointed as a
Whole Time Director (Key Managerial Personnel) for a period of three (3) year effective
from October 07, 2023.
The Company has received necessary declaration from Independent Directors of the
Company that they meet with the criteria of their Independence as laid down in Section
149(6) of the Companies Act, 2013 ("the Act") and Regulation 25(8) of the
Listing Regulations.
Further, in accordance with the provisions of Section 152 of the Act and the Company's
Articles of Association,
Mr. Deepak Kumar Seth (DIN: 00003021) and Mr. Pulkit Seth (DIN: 00003044), Directors
will retire by rotation at the forthcoming 35th Annual General Meeting
("AGM") and being eligible, have offered themselves for re-appointment. The
Board of Directors recommend the proposal of their re-appointment as Directors in
the Notice convening the 35th AGM for approval of the Members of the Company.
Mr. Deepak Kumar Seth and Mr. Pulkit Seth are not disqualified under Section 164(2) of the
Act and not debarred from holding the office of Director pursuant to order of SEBI or any
other authority.
During the financial year 2023-24, meetings of the Board of Directors were held on May
15, 2023, August 11, 2023, August 21, 2023, November 08, 2023, and February 12, 2024.
KEY MANAGERIAL PERSONNEL
As per the provisions of Section 203 of the Act, Mr. Pallab Banerjee - Managing
Director, Mr. Shailesh Kumar and Mr. Deepak Kumar - Whole Time Directors, Mr.
Sanjay Gandhi - Group CFO, Mr. Narendra Somani - Chief Financial
Officer, and Ms. Shilpa Budhia - Company Secretary are the
Key Managerial Personnel of the Company.
During the year under review, there is no change in the Key Managerial Personnel of the
Company.
BOARD EVALUATION
The annual evaluation process of the Board of Directors, Individual Directors and
Committees was conducted in accordance with the provisions of the Act and the Listing
Regulations.
The Board evaluated its performance after seeking inputs from all the Directors on the
basis of 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
criteria such as the composition of committees, effectiveness of committee meetings,
performance of specified duties, obligations and governance, level of engagement and
contribution etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by SEBI.
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 held on February 09, 2024, 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.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
At the time of appointing a Director, a formal letter of appointment is given to the
concerned Director, which inter-alia explains the roles, function, duties and
responsibilities as expected from a Director of the Company. The Director is also
explained in detail, the compliance requirements under the Act, the Listing Regulations
and various statutes. The Company also undertakes a one-to-one discussion with the newly
appointed Director to familiarise him / her with the
Company's operations.
Further, on an ongoing basis as a part of Agenda of Board/ Committee Meetings,
presentations are regularly made to the Independent Directors on various matters
inter-alia covering the Company's and its subsidiaries businesses and operations, industry
and regulatory updates, strategies, finance, risk management framework, role, rights,
responsibilities of the Independent Directors under various statutes and other relevant
matters. Details of the programme for familiarisation of Independent Directors with the
working of the Company are available on the website of the Company and can be accessed on
https://www.pearlglobal.com/investor-relations/
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors have framed the Nomination, Remuneration and Board Diversity
policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down
the guiding principles, philosophy and the basis for payment of remuneration to Executive
and Non-Executive Directors (by way of sitting fees), Key Managerial Personnel and Senior
Management.
The policy also provides the criteria for determining qualifications, positive
attributes and Independence of
Director and criteria for appointment and removal of Directors, Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors.
The Policy sets out a framework that assures fair and optimum remuneration to the
Directors, Key Managerial Personnel, Senior Management Personnel such that the
Company's business strategies, values, key priorities and goals are in harmony with
their aspirations. The policy lays emphasis on the importance of diversity within the
Board, encourages diversity of thought, experience, background, knowledge, ethnicity and
perspective etc. The policy is directed towards rewarding performance, based on review of
achievements. It is aimed at attracting and retaining high calibre talent.
A Nomination & Remuneration Policy was laid down by the Board, on the
recommendation of the Nomination & Remuneration Committee, for selection and
appointment of the Directors, Key Managerial Personnel and Senior Management and their
remuneration. The extract of the Nomination and Remuneration Policy covering the salient
features are provided in the Corporate Governance Report which forms part of Directors'
Report.
The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure-I
with this report and also available on the website of the Company at https://
www.pearlglobal.com/wp-content/uploads/2023/09/ Nomination-and-Remuneration-Policy.pdf
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Company has formulated a Code of Conduct for Directors and Senior Management
Personnel and has complied with all the requirements mentioned in the code.
An affirmation on the same duly signed by the Managing
Director of the Company forms part of the Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Company
have occurred between the end of the financial year of the Company to which the financial
statements relates and on the date of this report.
INTERNAL FINANCIAL CONTROLS, THEIR ADEQUACY AND RISK MANAGEMENT
Your Company has an effective internal control and risk-mitigation system, which is
constantly assessed and strengthened with new/revised standard operating procedures.
The Company's internal control system is commensurate with its size, scale and
complexities of operations.
Business risks and mitigation plans are reviewed, and the internal audit conducted by
the Internal Auditors, M/s. Ernst and Young LLP include evaluation of all critical and
high-risk areas. Critical functions are rigorously reviewed, and the reports of Internal
Auditor are shared with the Management for timely corrective actions, if any. During the
year under review, there were no elements of risk which in the opinion of the Board of
Directors impact on the business and operations of the Company. Risks that arise in the
business of the Company are mitigated in accordance with the Risk Management Framework and
Policy.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and evaluates the recommendations of the
Risk Management Committee of the Board.
The Audit Committee suggests improvements and utilises the reports generated from a
Management Information System integral to the control mechanism.
ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Human Resources function works as a strategic partner to the business. The
technical and quality demands of the industry combined with our own vision to expand
significantly over the next few years have ensured that we build an agile, engaged, and
energised work force.
Your Company ensures that employees are aligned with the organisational culture and
values whilst never losing sight of our business objectives. Technical and safety training
programmes are given periodically to workers.
The Company has a robust performance evaluation process through which individual goals
are aligned to organisational goals so that the individuals and the organisation grow in
tandem.
During the year under review, the Industrial relations remained generally cordial.
COMMITTEES OF THE BOARD
The Board of Directors have re-constituted the following Committees on account of
completion of tenure of Mr. Anil Nayar and Mr. Rajendra Kumar Aneja as Independent
Directors of the Company, who were the members of the below Committees. As on date of this
report, details of composition of the Board Committees are as follows:
1. Audit Committee
Name |
Designation |
Mr. Abhishek Goyal |
Chairman |
Mrs. Madhulika Bhupatkar |
Member |
Dr. Rajiv Kumar |
Member |
Mr. Ashwini Agarwal |
Member |
2. Nomination and Remuneration Committee |
|
Name |
Designation |
Mr. Abhishek Goyal |
Chairman |
Mr. Deepak Kumar Seth |
Member |
Dr. Rajiv Kumar |
Member |
Ms. Neha Khanna |
Member |
3. Stak eholders Relationship Committee |
|
Name |
Designation |
Mr. Ashwini Agarwal |
Chairman |
Mr. Pulkit Seth |
Member |
Mr. Sanjay Kapoor |
Member |
4. Cor porate Social Responsibility Committee |
|
Name |
Designation |
Mrs. Madhulika Bhupatkar |
Chairperson |
Mr. Pulkit Seth |
Member |
Mr. Pallab Banerjee |
Member |
5. Risk Management Committee |
|
Name |
Designation |
Mr. Pallab Banerjee |
Chairman |
Ms. Neha Khanna |
Member |
Mr. Sanjay Kapoor |
Member |
6. Fin ance Committee |
|
Name |
Designation |
Mr. Pulkit Seth |
Chairman |
Mrs. Shifalli Seth |
Member |
Mr. Abhishek Goyal |
Member |
Mr. Pallab Banerjee |
Member |
The details of the Committees of the Board along with their composition, attendance of
members and number of meetings held during the financial year 2023-24 are provided in the
Report on Corporate Governance forming part of the Annual Report 2023-24.
VIGIL MECHANISM
The Company has a Vigil Mechanism, which also incorporates a whistle blower policy in
terms of Listing Regulations made by the SEBI. Protected disclosures can be made by a
whistle blower through a letter 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
Company's website at the link:
https://www.pearlglobal.com/investor-relations/corporate-governance. During the year, no
complaints were received.
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
https://www.pearlglobal.com/investor-relations/ corporate-governance/
Your Company had identified CSR spend for education, rural development, environment
sustainability and promoting health care activities for the financial year 2023-24. The
prescribed CSR amount for the financial year 2023-24 was Rs. 15.82 Lakhs. However, the
Company has spent Rs. 398.16 Lakhs during the financial year 2023-24.
The Annual Report on CSR activities is annexed herewith as Annexure-II.
SUBSIDIARY COMPANIES
During the year under review, your Company has acquired
55% stake in Pearl GT Holdco Ltd (British Virgin Islands) on
June 09, 2023. Pearl GT has two wholly owned subsidiaries, namely, Corporacion de
Productos Y Servicios Asociados, Sociedad Anonima (CORPASA) and Shoretex, Sociedad
Anonima (SHORETEX) in Guatemala and engaged into the business of trading and
manufacturing of apparels, respectively, in Guatemala.
Further, the Company has acquired 100% stake in Trinity
Clothing Limited, Hong Kong, through its wholly owned subsidiary Pearl Global (HK)
Limited, Hong Kong. Trinity
Clothing Limited is engaged into the business of trading of fabrics and interlining,
During the year under review, Pearl Global F.Z.E., Dubai (U.A.E), a non-material step down
Subsidiary was liquidated on November 08, 2023.
Pursuant to Section 129(3) of the Act, 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.
The financial statements of the Company, along with the relevant documents and separate
audited accounts in respect of subsidiaries, are available on the website of the Company
at www.pearlglobal.com/investor-relations.
MATERIAL SUBSIDIARY
Pearl Global (HK) Limited and Norp Knit Industries Limited are material subsidiaries of
the Company as per the thresholds laid down under the Listing Regulations for the 2023-24.
The Board of Directors of the Company have approved a Policy for determining material
subsidiaries which is in line with the Listing Regulations as amended from time to time.
The Policy can be accessed at www. pearlglobal.com/investor-relations.
AUDITORS & REPORTS OF THE AUDITORS a) ST ATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act, M/s. S. R. Dinodia & Co. LLP,
Chartered Accountants
(Firm's Registration No. 001478N/N500005) were appointed as Statutory Auditors by the
members of the Company in their 33rd Annual General Meeting held on September
26, 2022, for a period of five years, with effect from financial year 2022-23.
The Statutory Auditors' Reports (Consolidated & Standalone) for the financial year
ended March 31, 2024 do not contain any qualification, reservation or adverse remark. The
Auditors' Reports are enclosed with the financial statements in this Annual Report.
During the year under review, the Statutory Auditors have not reported any matter under
Section 143(12) of the Act. b) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Listing
Regulations, M/s Jayant Sood & Associates, Practicing Company Secretaries, was
appointed as Secretarial
Auditor of the Company for the financial year 2023-24.
The Secretarial Audit Report submitted by M/s Jayant Sood & Associates for the
Financial Year 2023-24 is annexed as AnnexureIII and forms part of this report.
Further, there are no qualification, adverse remarks or disclaimer made by the Secretarial
Auditor in their report for the financial year ended March 31, 2024.
During the year under review, the Auditors have not reported any matter under Section
143(12) of the Act.
c) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Act, M/s. Ernst and Young LLP, New
Delhi, were appointed as Internal Auditors of the Company for a period of two years w.e.f.
October 01, 2022. d) COST AUDIT
Cost Audit and Maintaining of cost records as specified by the Central Government under
section 148(1) of the Act, is not applicable to your Company.
ANNUAL RETURN
Pursuant to the Section 92(3) of the Act,, read with the Companies (Management and
Administration) Rules, 2014,
Annual Return of the Company for the financial year 2023-24 in the prescribed Form
MGT-7 is available on the website of the Company at
https://www.pearlglobal.com/investor-relations/.
RELATED PARTY TRANSACTIONS
The Company in the normal course of its business enters into related party transactions
with its subsidiaries and group companies engaged in similar business and for common
services. The Audit Committee approves all the Related Party Transactions in compliance
with the provisions of the Act, and Listing Regulations. Prior approval of the Audit
Committee is obtained for undertaking Related Party Transactions, where required. Omnibus
approval is obtained on a yearly basis for transactions which are repetitive in nature.
Transactions entered pursuant to omnibus approval are placed before the Audit Committee
and the Board for review and approval / noting on a quarterly basis.
All related party transactions entered during the financial year were in the ordinary
course of the business and on arm's length basis.
There were no material related party transactions during the year under review with the
Promoters, Directors or Key Managerial Personnel. Details of all related party
transactions are mentioned in note no. 47 of Standalone financial statements forming part
of the Annual Report. The Company has developed a robust framework through Standard
Operating Procedures for the purpose of identification and monitoring of such related
party transactions.
None of the Directors have any pecuniary relationship or transactions vis-a-vis the
Company except remuneration.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans, guarantees and investments covered under Section 186 of the Act
forms part of the notes to the standalone financial statements.
DEPOSITS
The Company has not accepted any deposits falling under the Section 73 of Act and the
Rules framed thereunder during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors
Responsibility Statement, your Directors state that: a) in the preparation of the annual
accounts for the financial year ended March 31, 2024, 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 March 31, 2024 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
Act, 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
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 and National Stock Exchange of
India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2024-25 have
been paid.
REGISTRAR AND SHARE TRANSFER AGENT
M/s. Link Intime India Private Limited is Company's Registrars and Share Transfer Agent
(RTA) and acts as a 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 from the Practicing Company
Secretary, confirming compliance of conditions of Corporate Governance as stipulated under
Schedule V of the Listing Regulations forms part of the Annual report 2023-24.
SHARE CAPITAL
During the year under review, the Equity shares of your Company has undergone
sub-division of face value from Rs. 10/- each to Rs. 5/- each. The same was approved by
the Shareholders through Postal Ballot on December 19, 2023. The record date for
determining the eligibility of members for giving the effect of sub-division was January
05, 2024. As on March 31, 2024, the Authorised Share Capital of the Company is Rs.
84,01,00,000/- (Eighty Four Crore and One Lakh Only) divided into: -
1. 10,28,80,000 (Ten Crore Twenty-Eight Lakhs and Eighty Thousand) Equity Shares of Rs.
5/- each.
2. 32,56,000 (Thirty-Two Lakhs and Fifty-Six Thousand) 10.5% non-cumulative Preference
Shares of Rs. 100/- each.
3. 10,000 (Ten Thousand) 4% non-cumulative Preference redeemable Shares of Rs. 10/-
each.
During the year under review, the Company has allotted 2,55,650 equity shares of face
value of Rs. 5/- each, pursuant to exercise of Stock Options by the eligible employees
under Pearl Global Industries Limited Employee Stock Option Plan 2022. As on March
31, 2024, the issued, subscribed and paid-up Equity Share Capital of the Company is
21,79,17,620/- (Rupees Twenty-One Crore Seventy-Nine Lakhs Seventeen
Thousand and Six Hundred Twenty Only) divided into
4,35,83,524 Equity Shares of Rs. 5/- each.
During the year under review, the Company has neither issued any shares with
differential voting rights nor sweat equity shares or warrants.
EMPLOYEE STOCK OPTION PLAN
Pursuant to the approval of the members by way of Postal Ballot held on August 28,
2022, your Company had implemented Pearl Global Industries Limited - Employee Stock Option
Plan 2022 ("the Plan") to create, offer, grant, issue and allot under the
Plan, a maximum of 7,27,000 Stock Options exercisable into 7,27,000 Equity Shares of face
value of Rs. 10/- each fully paid up to the eligible employees. Further, the Nomination
and Remuneration Committee had amended the Plan for giving the effect of sub-division of
face value of equity shares from Rs. 10/- each to Rs. 5/- as approved by the shareholders
through Postal Ballot on December 19, 2023. Consequently, the total Stock Options under
the Plan stands as 14,54,000 Stock Options convertible into 14,54,000 Equity Shares of
face value of Rs. 5/- each fully paid up to the eligible employees.
The Company has obtained a Certificate from the
Secretarial Auditors of the Company that the Plan has been implemented in accordance
with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB&SE Regulations), and the resolution passed by the members of the Company.
Further, in terms of the provisions of Regulation 14 of the SBEB&SE Regulations,
the required disclosures are annexed as Annexure IV.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the Listing Regulations is provided in a separate section and forms an
integral part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(2)(f) of Listing Regulations, a Business Responsibility and
Sustainability Report is attached as Annexure V and forms part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial and material orders were passed
byPersonnel) Rules, 2014, is annexed as Annexure VI and forms an integral part of this
Report.
The statement comprising the names of top 10 employees in terms of remuneration drawn
and every person employed throughout the year, who were in receipt of remuneration in
terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure VII and forms an integral part of
this annual report. The said Annexure is not being sent along with this annual report to
the members of the Company in line with the provisions of Section 136 of the Act. Members
who are interested in obtaining these particulars may write to the Company Secretary at
the
Registered Office of the Company. The aforesaid Annexure is also available for
inspection by Members at the Registered
Office of the Company, 21 days before and up to the date of the ensuing Annual General
Meeting during the business hours on working days. None of the employees listed in the
said Annexure is a relative of any Director of the Company. None of the employees hold (by
himself/herself or along with his/her spouse and dependent children) more than two percent
of the Equity Shares of the Company.
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 Annexure VIII.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred unclaimed/unpaid dividend amounting to Rs. 5,88,679/-
during the financial year 2023-24 to Investor Education and Protection Fund (IEPF)
established by the Central Government, in compliance with the Act. The above said amount
represents unclaimed dividend for the financial year 2015-16 which was lying with the
Company for a period of seven years.
Any shareholder whose shares or unclaimed dividend have been transferred to the IEPF,
may claim the shares under provision to Section 124(6) or apply for refund under Section
125(3) of the Act, as the case may be, to the Authority by making an application in Web
Form IEPF5 available on website www.iepf.gov.in.
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 theNo
significant regulators or courts or tribunals impacting the going concern status and
Company's operations in future.
INSOLVENCY AND BANKRUPTCY CODE
No application has been made under the Insolvency and Bankruptcy Code. The requirement
to disclose the details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the
end of the financial year is not applicable.
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. No complaint
was received during the financial year 2023-24.
SECRETARIAL STANDARDS
During the year under review, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
ACKNOWLEDGEMENT
Your Directors wish to thank its customers, Business Associates, Members, Bankers,
Government Bodies & Regulators for their continued support and faith reposed in the
Company. Your Directors also wish to place on record appreciation for the contribution
made by Employees for their commitment and dedication towards the Company.
For and on behalf of the Board for Pearl Global Industries Limited
(Pulkit Seth) (Pallab Banerjee)
Place: Gurugram Vice-Chairman Managing
Director Date: May 20, 2024
DIN: 00003044 DIN: 07193749