To,
The Shareholders
Your Board of Directors take pleasure in presenting the 32nd Board's Report of the
Company together with the Audited Financial Statements for the year ended on 31st March,
2025.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
| PARTICULARS |
31.03.2025 |
31.03.2024 |
| Sales |
5900.46 |
4589.17 |
| Other Income |
587.58 |
506.47 |
| Total Income |
6488.03 |
5095.64 |
| Expenses |
4609.92 |
4053.95 |
| Earnings before depreciation, finance costs and taxes |
1878.11 |
1041.69 |
| Less: Depreciation and Finance Costs |
1562.29 |
1336.05 |
| Profit/ (Loss) before taxation |
315.82 |
-294.36 |
| Tax Expenses |
77.35 |
-116.91 |
| Balance Surplus Carried to Balance Sheet |
238.47 |
-177.72 |
STATEMENT OF COMPANY'S AFFAIRS
During the year under review, the Company achieved the sales turnover of ? 6488.03 Lacs
as against ? 5095.64 Lacs of the previous financial year. The profit before tax and after
tax are at ? 315.82 Lacs and ? 238.47 Lacs respectively for the Financial Year 2024 - 25
as against loss of ? 294.36 and ? 177.72 Lacs for the previous financial year.
RESERVES
The Company has not transferred any amount to reserves during the year under review.
DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS REQUIRED UNDER
REGULATION 32 (7A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015
The funds raised through issuance of Equity Shares to promoters and non-promoters on
private placement basis, have been utilized as per the objects / purpose of such issue as
stated in the Explanatory statement of the Notice of Extra Ordinary General Meeting
("EGM") of the Company held on 14th August, 2024 and 30th November, 2024.
Further, the utilization of the issuance proceeds is in line with the objects of the issue
and there is no deviation or variation therefrom.
The amount proposed to be raised by way of present preferential allotment shall be
utilized as under:
| Sr. No. |
Particulars |
Amount (Rs. In Crore) |
| 1 |
To Repayment of Loan |
17.00 |
| 2 |
To Meet working capital requirement of the company and its subsidiaries |
3.50 |
| 3 |
General Corporate Purpose |
6.42 |
|
TOTAL |
26.92 |
DIVIDEND
The Company is putting continuous effort to expand its existing infrastructure, so the
Company is not in a position to declare any dividend for the year. Therefore, no dividend
is proposed to be declared.
DEPOSITS
The Company has not accepted any deposits from the public or its employees during the
year under review. CAPITAL
The Authorized share capital of the Company is Rs. 25,00,00,000.00 divided into
5,00,00,000 equity shares of Rs. 5 each. The paid-up equity capital of the Company is Rs.
11,66,75,540.00 divided into 2,33,35,108 equity shares of Rs. 5 each.
The Company had issued and allotted equity shares during the year under review. The
details of which are as follows:
1. The Board of Directors in its meeting held on September 10th, 2024 approved the
allotment of 1,05,00,000 (One Crore and Five Lakhs only) Equity Shares of Face Value of
INR 5/- each (Indian Rupees Five only) at a price of Rs. 17/- (Rupees Seventeen Only)
each, including a premium of Rs. 12.00/- (Rupees Twelve Only) each, ranking pari-passu
with existing equity shares of the Company and 19,00,000 (Nineteen Lakhs only) convertible
Warrants, Convertible into Equity Shares of Face Value of INR 5/- each (Indian Rupees Five
only) at a price of Rs. 17/- (Rupees Seventeen Only) each, including a premium of Rs.
12.00/- (Rupees Twelve Only) each, ranking pari-passu with existing equity shares of the
Company to Person(s) belonging to Promoter and Non-Promoter Category on Preferential
Basis.
Consequent to the said allotment, the paid-up Equity Share Capital of the Company
stands increased to INR 11,22,36,540 (Indian Rupees Eleven Crore Twenty-Two Lakh
Thirty-Six Thousand Five hundred and forty only) divided into 2,24,47,308 (Two Crore
Twenty-Four Lakh Forty-Seven Thousand Three Hundred and Eight) Equity Shares of Face Value
of INR 5/- (Indian Rupees Five only) each.
2. The Board of Directors in its meeting held on January 24, 2025 approved the
allotment of 8,87,800 (Eight Lakhs Eighty-Seven Thousand and Eight Hundred only) Equity
Shares of Face Value of INR 5/- each (Indian Rupees Five only) at a price of Rs. 100.50/-
(Rupees Hundred and paisa fifty Only) each, including a premium of Rs. 95.50/- (Rupees
Ninety and Fifty Paisa Only) each, ranking pari- passu with existing equity shares of the
Company and 19,47,400 (Nineteen Lakhs Forty-Seven Thousand and Four Hundred only)
convertible Warrants, Convertible into Equity Shares of Face Value of INR 5/- each (Indian
Rupees Five only) at a price of Rs. 100.50/- (Rupees Hundred and paisa fifty Only) each,
including a premium of Rs. 95.50/- (Rupees Ninety and Fifty Paisa Only) each, ranking
pari-passu with existing equity shares of the Company to Person(s) belonging to
Non-Promoter Category on Preferential Basis.
Consequent to the said allotment, the paid-up Equity Share Capital of the Company
stands increased to INR 11,66,75,540 (Indian Rupees Eleven Crore Sixty-Six Lakh
Seventy-Five Thousand Five hundred and forty only) divided into 2,33,35,108 (Two Crore
Thirty-Three Lakh Thirty-Five Thousand One Hundred and Eight) Equity Shares of Face Value
of INR 5/- (Indian Rupees Five only) each.
MATERIAL CHANGES AND COMMITMENTS
The company has not made any material changes and commitments affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of this report.
BOARD MEETINGS
During the Financial Year ended March 31, 2025, Fifteen Board Meeting were held and the
maximum time gap between two meetings did not exceed 120 days. The dates on which the
Board Meetings held were as follows:
| 1. 30th May, 2024* |
6. 12th August, 2024 |
10. 14th November, 2024 |
| 2. 11th July, 2024** |
|
11. 02nd December, 2024 |
|
7. 05th September, 2024 |
12. 10th January, 2025 |
| 3. 19th July, 2024** |
8. 10th September, 2024** |
13. 24th January, 2025** |
| 4. 22nd July, 2024 |
|
14. 14th February, 2025 |
| 5. 08th August, 2024 |
9. 06th November, 2024 |
15. 17th March, 2025 |
*Board Meeting dated 30th May, 2024 was adjourned due to lack of quorum.
** Board meeting dated 11th July ,2024, 19th July,2024, 10th September,2024 and 24th
January,2025 were duly held and convened. However, these were inadvertently not reported
to Bombay Stock Exchange in Quarterly Corporate Governance Report.
Requisite quorum was present for all the meetings. The maximum gap between any two
meetings did not exceed threshold period.
DIRECTORS
As on closing of the year, the board of directors was comprised of Five Directors with
an optimum combination of Executive, Non-Executive and Independent Directors. The
composition of the Board and category of Directors is as follows:
| S. NO. NAME OF DIRECTOR |
CATEGORY |
| 1 Shri Saket Dalmia |
Promoter, Managing & Executive Director |
| 2 Shri Amit Dalmia |
Non - Executive Director |
| 3 Smt. Usha Sharma |
Non - Executive Director |
| 4 Shri Himanshu Duggal |
Independent Non - Executive Director |
| 5 Shri Nirdesh Agarwal |
Independent Non - Executive Director |
However, Shri Himanshu Duggal and Shri Nirdesh Agarwal have been appointed as an
Independent Director of the company with effect from 01st April,2024 and Shri Pradip Asopa
and Shri Anil Kumar had completed their tenure as Independent Director and vacated their
office with effect from 01.04.2024
The Board meets regularly and is responsible for the proper direction and management of
the Company.
In accordance with the provisions of the Articles of Association of the Company, Mr.
Amit Dalmia (DIN: 00083646) retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act. In the opinion of the Board,
they fulfill the conditions of independence as specified in the Act and Rules made there
under and are independent of the management.
PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company. The
Nomination and Remuneration Committee reviews and evaluates the resumes of potential
candidate's vis-a-vis the required competencies. The Nomination and Remuneration Committee
also meets with potential candidates, prior to making recommendations of their nomination
to the Board. At the time of appointment, specific requirements for the position,
including expert knowledge expected, is communicated to the appointee.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR
The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of Section
178(3) of the Act.
| Qualifications: |
A transparent Board nomination process is in place that encourages diversity of
thought, experience, knowledge, perspective, age and gender. It is also ensured that the
Board has an appropriate blend of functional and industry expertise. While recommending
the appointment of a Director, the Nomination and Remuneration Committee considers the
manner in which the function and domain expertise of the individual will contribute to the
overall skill-domain mix of the Board. |
| Positive Attributes: |
In addition to the duties as prescribed under the Act, the Directors of the Board of
the Company are also expected to demonstrate high standards of ethical behavior, strong
interpersonal and communication skills and soundness of judgment. Independent Directors
are also expected to abide by the Code of Independent Directors as outlined in Schedule IV
to the Act. |
| Independence: |
In accordance with the above criteria, a Director will be considered as an
‘Independent Director' if he/she meets with the criteria for ‘Independent
Director' as laid down in the Companies Act, 2013. |
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS
Pursuant to the provisions of the Act, the Board has carried out an annual evaluation
of its own performance, performance of the Directors as well as the evaluation of the
working of its committees.
The Nomination and Remuneration Committee has defined the evaluation criteria and the
performance evaluation process for the Board, its Committees and Directors. The Board's
functioning is evaluated on various aspects, including inter alia degree of fulfillment of
key responsibilities, Board structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board processes, information and
functioning.
Directors were evaluated on aspects such as attendance, contribution at Board/Committee
meetings and guidance/support to the management outside Board/Committee meetings. The
Committees of the Board were assessed on the degree of fulfillment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the Board.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors who also reviewed the performance of the Board, its
Committees and the Directors.
The Chairman of the Board provided feedback to the Directors on the significant
highlights with respect to the evaluation process of the Board.
AUDITORS:
| STATUTORY AUDITORS: |
M/s. Vishal G Goel & Co., Statutory Auditors of the Company hold office till the
conclusion of this upcoming Annual General Meeting. |
| SECRETARIAL AUDITOR: |
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules
made there under, the Company had appointed M/s. R Miglani & Co., Company Secretaries
to undertake the Secretarial Audit of the Company for the year ended on 31st March, 2025.
The Secretarial Audit Report is annexed as Annexure I. |
The Auditors have confirmed that, their appointment, if made, would be within the
limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are
not disqualified in terms of Section 139 of the Companies Act, 2013.
Explanation on Comments of Statutory Auditor in Audit Report for the Financial Year
ended 31st March, 2025:
(i) Company has Equity (paid up capital and reserves) of Rs. 6031.07 Lacs and
Borrowings including short term borrowing of Rs. 9102.02 Lacs as on 31st March, 2025.
Borrowing are 1.51 times of Equity (paid up up capital and reserves.)
The limit of Borrowing approved by Shareholders of the Company is Rs. 150 Crore and
total borrowing is within that limit.
(ii) Company has not appointed Chief Financial Officer till Audit Report Date.
The Company is trying its best to appoint CFO and has already took interviews of few
candidates. Negotiations are being made on compensation as per the size of the Company.
However, No candidate has agreed on that compensation. We are still trying our best to
appoint CFO.
(iii) The Company has no pending litigations which have the impact on its financial
position in its financial statements except stated herein below;
| Nature of Dues |
Amount of Dues (In Lacs) |
Period to which dues relate |
Forum where the dispute is pending |
Belongs to |
| Income Tax (Income Tax Act, 1961) |
233.05 |
AY 2017-18 |
CIT-A |
In the name of Priceless Overseas Limited now merged into P G Industry Limited (now
Marble City India Limited) |
|
165.99 |
AY 2012-13 |
CIT-A |
P G Industry Limited (Now Marble City India Limited) |
|
162.81 |
AY 2013-14 |
CIT-A |
|
| Goods and Service Tax |
730.00 |
** Deposited under protest |
Director General of GST intelligence (DGGI) |
P G Industry Limited (Now Marble City India Limited) |
* * Director General of GST intelligence (DGGI) Jaipur Zonal Unit conducted an search
at the Kishangarh (Rajasthan) office, Factory at Behror (Rajasthan) and directors
Residential Premises and an amount of Rs. 730.00 Lacs deposited by the company on the
insistence of the GST department under protest
No Show Cause Notice has been issued by DGGI, Jaipur Unit till date and the amount of
tax deposited by the Company has not been appropriated by the Department. Therefore, it is
clear from the above that there is no change in the facts or circumstances in the
information. It is a trite law that the amount deposited by the Taxpayer during
investigation/search proceedings cannot be said to be voluntary in nature and the same is
liable to be refunded along with interest. The courts have further held that
collection/retention of such amounts towards tax would give it a colour of coercion, which
is not backed by the authority of law.
Explanation on Comments of Secretarial Auditor in Secretarial Audit Report for the
Financial Year
ended 31st March, 2025:
(iv) The company is required to appoint Chief Financial officer in accordance with the
provisions of Section 203 of the Companies Act, 2013 read with rule 8 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company is liable
under provisions of Section 203(5) of the Companies Act, 2013. The management has not
taken any satisfactory action to comply with the section 203 and rules thereunder.
The Board of Directors are trying its best to appoint C.F.O and assure they will
appoint C F O at earliest.
(v) The Company is in non-compliance with the provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as it has
not appointed an Internal Auditor during the audit period. The Company is required to
appoint an Internal Auditor
in accordance with the said provisions. The management has not taken any satisfactory
action to comply with the section 138 and rules thereunder.
The Board of Directors are trying its best to appoint Internal Auditor and assure they
will appoint Internal Auditor at earliest.
(vi) The listed entity did not make the disclosure within the prescribed timeline under
Regulation 23(9)
of SEBI (LODR) Regulations, 2015 and submitted it to the stock exchange with a delay
for the half years ended March 2024 and September 2024.
The Company has not taken adequate corrective action, as the delay has occurred again
in the current year despite a similar non-compliance in the previous year. A fine of Rs.
5,900/- was paid in this regard.
The Management has discussed the same and will take extra precaution to avoid such
delay.
(vii) The listed entity has not made disclosure within prescribed time under Regulation
33(3)(d) of SEBI (LODR) Regulation, 2015 and has made delayed submission with stock
exchange. This noncompliance was also observed in the previous year and continues to
persist. The Company has paid a fine of Rs. 2,47,800/- for this delay.
The Management has discussed the same and will take extra precaution to avoid such
delay.
(viii) The Company has not made disclosure within prescribed time under Regulation
33(3)(a) of SEBI (LODR) Regulation, 2015 and has made delayed submission with stock
exchange. The Company has not taken satisfactory corrective measures to address this
repeated non-compliance and paid a fine of Rs. 5,900/-.
The Management has discussed the same and will take extra precaution to avoid such
delay.
(ix) The Company is maintaining a functional website however the information available
on the website of the listed entity is not up to date and requires update of the
compliances and information of previous quarters under Regulation 46 of SEBI (LODR)
Regulation, 2015.
The Management has discussed the same and will take extra precaution to avoid such
delay.
(x) The listed entity failed to submit the Annual Secretarial Compliance Report for the
financial year ended 2024 in XBRL format within the prescribed timeline and paid a fine of
Rs. 9,440/-.
The Management has discussed the same and will take extra precaution to avoid such
delay.
(xi) The listed entity has not appointed a Chief Financial Officer (CFO) within the
prescribed timeline under Regulation 26A(2) of SEBI (LODR) Regulations, 2015.The position
has remained vacant for a prolonged period, constituting a repeated non-compliance with
respect to the appointment of Key Managerial Personnel.
The Board of Directors are trying its best to appoint C.F.O and assure they will
appoint C F O at earliest.
(xii) There was an inadvertent delay in furnishing prior intimation of the Board
Meeting held in November 2024.
The Company has since taken steps to strengthen internal compliance mechanisms to avoid
recurrence. No monetary penalty was imposed by the exchange for this delay.
(xiii) The listed entity failed to submit the outcome of the Board Meeting held on
November 14, 2024, within the 30-minute timeline under Regulation 30(6) read with Part A
of Schedule III of SEBI (LODR) Regulations, 2015.
The outcome was uploaded only on November 18, 2024, and extra precaution will be taken
by the Company in future.
(xiv) The listed entity published the financial results in newspapers in compliance
with Regulation 47(1)(b) but failed to submit publication proof to the stock exchange as
required under Regulation 47(3) for the quarters ended March 2024, June 2024, and
September 2024.
The Management has discussed the same and will take extra precaution to avoid such
delay.
(xv) The listed entity did not submit the confirmation under Regulation 74(5) of SEBI
(Depositories and Participants) Regulations, 2018, within 15 days from the end of the
quarter ended December 2024, resulting in delayed regulatory compliance.
The Management has discussed the same and will take extra precaution to avoid such
delay.
(xvi) The listed entity did not file voting results within the prescribed timeline
under Regulation 44(3) of SEBI (LODR) Regulations, 2015, for the general meeting. While no
monetary penalty was imposed, this delay indicates deficiencies in internal compliance
controls.
The Management has discussed the same and will take extra precaution to avoid such
delay.
(xvii) The Company has not completed the cost audit or filed Form CRA-4 for FY 2023-24
as required under Section 148 of the Companies Act, 2013 and applicable Rules.
The Management has discussed the same and will file the same without any further delay.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory auditors nor the secretarial
auditors have reported to the Audit Committee under Section 143(12) of the Companies Act,
2013 any instances of fraud committed against your Company by its officers and employees,
the details of which would need to be mentioned in the Board's Report.
MAINTAINENCE OF COST RECORDS
Cost records have been made and maintained by your Company as specified by the Central
Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014.
AUDIT COMMITTEE
As on closing of the year, the Audit Committee of the company comprised Three
Non-Executive Directors, of which two of them are Independent. The Chairman of the
committee is an independent Director having financial and accounting knowledge. The
composition of Audit Committee and attendance of Directors at committee meetings is shown
below:
| Name of the Director |
Designation |
Attendance at Committee Meeting |
|
|
Held |
Attended |
| Mr. Himanshu Duggal |
Chairman |
4 |
4 |
| Mrs. Usha Sharma |
Member |
4 |
4 |
| Mr. Nirdesh Agarwal |
Member |
4 |
4 |
Statutory Auditors were invited to participate in the meetings of Audit Committee
wherever necessary.
During the financial year ended 31st March 2025 the Audit Committee of the company met
four times. The dates of the meetings were:
| 25th May, 2024 |
03rd August, 2024 |
| 06th November, 2024 |
07th February, 2025 |
The Board has accepted all the recommendations of the Audit Committee during the year.
KEY MANAGERIAL PERSONNEL
In compliance with provisions of Section 203 of the Companies Act, 2013, during the
Financial Year 202425, The Managing Director and the Company Secretary have been nominated
as Key Managerial Personnel.
INSURANCE
The Properties and insurable assets and interest of your Company such as buildings,
plant & machinery and
stocks among others, are adequately insured.
BONUS ISSUE
During the year the Company has not issued any bonus shares.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with
respect to Directors'
Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financial year ended March
31, 2025 the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(ii) That the directors had selected 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 had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) That the directors had prepared the annual accounts on a going concern basis for
the financial year ended on March 31, 2025;
(v) 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
(vi) 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.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments, if any, covered under the provisions
of Section 186 of the Companies Act, 2013 have been stated in the notes to the Financial
Statements forming part of Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules 2014, the following information is provided:
A. CONSERVATION OF ENERGY
Our Company is not an energy intensive unit, however regular efforts are made to
conserve energy.
B. RESEARCH AND DEVELOPMENT
The Company did not have any activity during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, the Company has made expenditure of Rs. 4,83,20,534/- in foreign
currency. PARTICULARS OF EMPLOYEES AND REMUNERATION
Statement containing information as required under Section 197(12) of the Companies
Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure II.
The detail of top ten employees in terms of remuneration drawn as per the provisions of
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 have been included in Annexure III.
There were no other employees in receipt of remuneration as prescribed under the
provisions of Rule 5 (2)(i), (ii) and (iii) and Rule 5 (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
VIGIL MECHANISM FOR EMPLOYEES E.T.C.
Your Company has established a vigil mechanism for reporting of concerns which is in
compliance of the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014 and listing regulations. The
Vigil Mechanism provides for framework and process whereby concerns can be raised by its
employees against any kind of discrimination, harassment, victimization or other unfair
practice being adopted by them. Adequate safeguards are provided against victimization to
those who avail of the mechanism, and access to the Chairman of the Audit Committee, in
exceptional cases, is provided to them.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, The Annual Return as on 31st March 2025 is
available on your Company's website: www.pgil.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Managements' Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming Annexure IV of the Director's Report.
INTERNAL FINANCIAL CONTROLS
The Directors had laid down internal financial controls to be followed by the Company
and such policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
DETAILS IN RESPECT OF FRAUDS
No fraud has been reported by auditors under sub - section (12) of section 143 of the
Act other than those which are reportable to Central government.
CORPORATE GOVERNANCE REPORT
Your Company has implemented all the stipulations of the Corporate Governance Practices
set out by the Securities and Exchange Board of India and as provided in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Separate section on Report of
Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 form part of the Annual Report.
The requisite certificate from the Company Secretary in Practice regarding compliance
of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached and form part of the Annual Report.
COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT 2013:
Your Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment ofWomen at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis and are in
compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations.
There are no materially significant related party transactions made by the company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the company at large.
All Related Party and transactions with them has been presented to the Board of
Directors in their respective Board Meeting. The Board Members overseen all the Related
Party and the transactions. After the brief discussions on the following matters:
a) the name of the related party and nature of relationship;
b) the nature, duration of the contract and particular of the contract or arrangement;
c) the material terms of the contract or arrangement including the value, if any;
d) any advance paid or received for the contract or arrangement, if any;
e) the manner of determining the pricing and other commercials terms, both included as
part of contract and not considered as part of contract;
f) whether all factors relevant to the contract have been considered, if not, the
details of factors not considered with the rationale for not considering those factors;
and
g) any other information relevant or important for the Board to take a decision on the
proposed transaction.
The Board Authorized the Audit Committee for making the criteria for granting omnibus
approval for Related Party Transactions.
All Related Party Transactions are presented to the Audit committee. Audit Committee
consider the following items before making the Omnibus approval:
a) maximum value of the transactions, in aggregate, which can be allowed under the
omnibus route in a year;
b) the maximum value per transactions which can be allowed;
c) extent and matter of disclosures to be made to the Audit Committee at the time of
seeking omnibus approval;
d) review, at such intervals as the Audit Committee may deem fit, related party
transaction entered into by the company pursuant to each of the omnibus approval made;
e) transactions which cannot be subject to the omnibus approval by the Audit Committee.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of related party transactions was presented before the Audit Committee
on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions.
All the contracts/arrangements/transactions entered with related party for the year
under review were on Arm's Length basis. Company has entered into material related party
transactions during the year under review. Further disclosure in Form AOC-2 is as attached
as Annexure V.
The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company (www.pgil.com).
CORPORATE SOCIAL RESPONSIBILITY
There is no need to form Corporate Social Responsibility Committee and Corporate Social
Responsibility Policy for the company as per the requirement of the Companies Act, 2013.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with the
company, their roles and responsibilities in the company, business model of the company
and other related matter are updated on the website of the Company (www.pgil.com).
To familiarize the new inductees as independent director with the strategy, operations
and functions of our Company, the executive directors make presentations to the inductees
about the Company's organization structure, finance, human resources, facilities and risk
management.
POLICY FOR PRESERVATION OF DOCUMENTS
In terms of applicable provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated
policy for preservation of documents as specified in the Regulation.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS
In terms of Regulation 23(1) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated
policy to determine materiality of Related Party Transactions as specified in the
Regulation.
RISK MANAGEMENT POLICY
Enterprise Risk Management is a risk-based approach to manage an enterprise,
identifying events that may affect the entity and manage risks to provide reasonable
assurance regarding achievement of entity's objective.
The risks identified by the Company broadly fall into the following categories viz.
strategic risks, operational risks, regulatory risks, financial and accounting risks,
foreign currency and other treasury related risks and information systems risks. The risk
management process consists of risk identification, risk assessment, risk prioritization,
risk treatment or mitigation, risk monitoring and documenting the new risks.
Board has laid down a risk management framework and policy to address the above risks.
The objective of the policy is to identify existing & emerging challenges that may
adversely affect the Company and manage risks in order to provide reasonable assurance to
the various stakeholders. In the opinion of your Board, none of the risks which have been
identified which may threaten the existence of the Company.
CAPITAL AND DEBT STRUCTURE
Your director states that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
-
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of the equity shares with differential rights as to dividend, voting or
otherwise.
c) Issue of shares (including sweat equity shares) to directors or employees of the
Company
d) Issue of Employee Stock Option Scheme to employees of the company
e) There is no subsidiary, Associate and joint venture of the company and further there
are no companies, which have become or ceased to be the subsidiary and joint venture of
the company during the year.
f) No significant or material orders were passed by the regulators or courts or
tribunals, which impact the going concern status and Company's operations in future.
g) Purchase of or subscription for shares in the company by the employees of the
company.
h) There is no material subsidiary of company, so no policy on material subsidiary is
required to be adopted.
i) There is no Corporate Insolvency Resolution Process under IBC 2016 initiated against
the Company.
j) The Company did not make any one-time settlement during the year.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has Complied all the Secretarial Standards as applicable during the
Financial Year 2024 -
25. "ACKNOWLEDGEMENT
Your directors express their sincere thanks and appreciation for the cooperation
received from the Investors, Shareholders, Banks and Business Associates during the year
under review. Your directors also wish to place on record their appreciation for the
excellent performance and contribution of the Employees to the Company's progress during
the year under review.
| Place: New Delhi Date: 05th September 2025 |
|
For and on behalf of the Board |
|
Sd/- |
Sd/- |
|
Saket Dalmia |
Amit Dalmia |
|
(Managing Director) |
(Director) |
|
DIN: 00083636 |
DIN:0003646 |
