DIRECTORS' REPORT
To the Members,
Your Directors are pleased to present the 33rd Annual Report and Audited
Financial Statements for the financial year ended March 31, 2022, together with the
Auditors' Report thereon.
WORKING RESULTS OF THE COMPANY
(`Rs in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Income from operations |
93,377.06 |
77,140.04 |
2,71,352.90 |
1,49,092.65 |
| Other Income |
3,204.83 |
2,408.39 |
3,345.94 |
2,350.49 |
| Profit before Tax |
3,610.59 |
(919.52) |
8,581.82 |
1,135.56 |
| Provision for Tax |
894.81 |
(996.92) |
1,570.94 |
(612.76) |
| Profit After |
2,715.78 |
77.40 |
7,010.88 |
1,748.32 |
| Other comprehensive income |
260.26 |
706.70 |
1,405.26 |
(86.91) |
| Total comprehensive income |
2,976.04 |
784.10 |
8,416.14 |
1,661.41 |
| Earnings per share |
12.54 |
0.36 |
31.46 |
7.97 |
STATE OF THE AFFAIRS OF THE COMPANY
During the year, your Company's consolidated income from operations was ` 2,71,352.90
Lakhs as against `1,49,092.65 Lakhs in the previous year and Net Profit` 7,010.88 Lakhs as
against Net Profit`1,748.32 Lakhs in the previous year.
The income from operations for the year under review for the Company on Standalone
basis was ` 93,377.06 Lakhs as compared to ` 77,140.04 Lakhs in the previous year and Net
Profit` 2,715.78 Lakhs as compared to Net Profit ` 77.40 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.
Pearl Global Industries Limited, is a worldwide clothing manufacturing corporation 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 21 state-of-the-art manufacturing plants across four countries including
India (Gurgaon, Chennai and Bengaluru), Indonesia, Bangladesh, Vietnam and has design
centres India, Indonesia, Bangladesh, Vietnam, U.S.A, Spain,
Hong Kong and U.K.
Our product portfolio includes outer wear, active wear, children's wear, denim (for
both men and women. We are a well-diversified Company with a de-risked manufacturing base
having multinational presence. Our business is primarily focused on export services, with
USA contributing the highest amongst all countries Marquee Clientele includes Kohls,
Macy's, Tommy Hilfiger, Gap, Old Navy,
NEXT, Nordstrom among others.MANGO, TALBOTS, TARGET, Kmart, MARKS & SPENCER, LANE
BRYANT, LOFT,
ANN TAYOR, We have a total capacity to manufacture 80+ Million garments per
annum including own and outsourced facilities.
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.
TRANSFER TO GENERAL RESERVES
The Board of Directors do not propose to transfer any amount to Reserve.
DIVIDEND
The Board of Directors have in its meeting held on May 25, 2022, declared interim
dividend of ` 5/- per equity share of face value of `10/- each, total outgo amounting to
` 10,83,19,685/- for the financial year 2021-22. The record date to determine
eligibility of members was June 8, 2022 and payment of said dividend have been made to the
members within the prescribed time after deduction of tax in terms with the provisions of
Income Tax Act.
DIVIDEND DISTRIBUTION POLICY
The Company has in place Dividend Distribution Policy 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/
investor-relations/corporate-governance/
DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directors during 2021-22
During the year Mr. Uma Shankar Kaushik, Whole-Time
Director has resigned from the Board of the Company with effect from January 10, 2022,
due to personal reasons. Mr. Pulkit Seth and Mrs. Shifalli Seth, resigned from the office
of Managing Director and Whole-Time Director, respectively, with effect from close of
business hours on March 31, 2022, due to shifting in USA. Mr. Pulkit Seth and Mrs.
Shifalli Seth is continuing as Non-Executive and Non-Independent Directors.
The Board of Directors have in its meeting held on February
14, 2022, on the recommendation of Nomination and
Remuneration Committee appointed Mr. Deepak Kumar
(DIN 09497467) as Whole-Time Director and Mr. Pallab
Banerjee, Joint Managing Director as Managing Director of the Company with effect from
February 14, 2022 and April 1,
2022, respectively.
The Company has also obtained shareholders' approval for appointment of Mr. Deepak
Kumar and Mr. Pallab Banerjee through Postal Ballot conducted during the period from
March 2, 2022 to March 31, 2022. The result of Postal Ballot was declared on March 31,
2022.
The Company has received necessary declaration from each Independent Director of the
Company that the Independent Directors meet with the criteria of their Independence as
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of your Company,
Mrs. Shifalli Seth and Mr. Shailesh Kumar, Directors, would retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.
The Board of Directors of your Company met five times on May 25, 2021, June 21, 2021,
August 14, 2021, November 13, 2021, and February 14, 2022 during the financial year
2021-22.
DIRECTORS' IDENTIFICATION NUMBER (DIN)
The following are the Directors Identification Number (DIN) of your Directors:
| Name |
|
DIN |
Name |
|
DIN |
| Mr. Deepak |
- |
00003021 |
Mr. Chittranjan |
- |
00036080 |
| Seth |
|
|
Dua |
|
|
| Mr. Pulkit Seth |
- |
00003044 |
Mr. Abhishek |
- |
01928855 |
|
|
|
Goyal |
|
|
| Mrs. Shifalli |
- |
01388430 |
Mr. Rajendra |
- |
00731956 |
| Seth |
|
|
Kumar Aneja |
|
|
| Mr. Pallab |
- |
07193749 |
Mr. Anil Nayar |
- |
01390190 |
| Banerjee |
|
|
|
|
|
| Mr. Shailesh |
- |
08897225 |
Mrs. Madhulika |
- |
08712718 |
| Kumar |
|
|
Bhupatkar |
|
|
| Mr. Deepak |
- |
09497467 |
Ms. Neha |
- |
03477800 |
| Kumar |
|
|
Khanna |
|
|
Change in Key Managerial Personnel
Mr. Mayank Jain who was appointed by the Board of
Directors in its meeting held on June 21, 2021 as Company Secretary and Compliance
officer from the office of the Company Secretary and Compliance officer on November 8,
2021 due to personal reasons.
Mr. Ravi Arora who was appointed by the Board of Directors in its meeting held on
February 14, 2022 as Company Secretary and Compliance from the office of the Company
Secretary and Compliance officer on June 28, 2022 due to personal reasons
The Board of Directors have in its meeting held on August
13, 2022, designated Mr. Sanjay Gandhi, Group CFO as Key
Managerial Personnel. Mr. Sanjay Gandhi, Group CFO has been managing/overseeing finance
functions of the Pearl
Group (i.e. Company including its overseas subsidiaries).
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
committees and individual Directors pursuant to the provisions of the Companies Act, 2013
and
Rules made there under.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed.
NOMINATION AND REMUNERATION POLICY
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/investor-relations/corporate-governance/
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal control system commensurate with the size,
scale and complexity of operations. During the year, such controls were tested and no
reportable material weakness in the design or operation was observed.
AUDIT COMMITTEE
The current composition of the Audit Committee comprises four Non-executive Independent
Directors, namely Mr. Anil Nayar, Chairman, Mr. Abhishek Goyal, Mr. Rajendra Kumar Aneja
and Mrs. Madhulika Bhupatkar, as Members of the Committee. All the recommendations made by
the Audit Committee were accepted by the Board.
VIGIL MECHANISM
The Company has a Vigil Mechanism, which also incorporates a whistle blower policy in
terms of Listing Agreement/Regulations made by the SEBI. Protected disclosures can be made
by a whistle blower through 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 complaint is 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 has identifiedan hostel for women vocational training and education
education and health care activities for the financial year 2021-22. The prescribed CSR
amount for the financial year 2021-22 was ` 23.92. However, the Company has spent ` 76.30
Lakhs during the financial year 2021-22.
The Annual Report on CSR activities is annexed herewith as
Annexure-II.
SUBSIDIARY COMPANIES
During the year under review, Pearl Global USA Inc., USA has become a wholly owned
subsidiary of the Company and one subsidiary Pearl Global (Changzhou) Textile Technolgy
Co. Ltd., China, has voluntary liquidated.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the
salient features of the financial statements of the subsidiary companies is attached to
the
Financial Statements in Form AOC-1. The Company will make available the said financial
statements and related detailed information of the subsidiary companies upon the request
by any member of the Company.
The financial statements of the Company, consolidated financial statements along with
the relevant documents and separate audited accounts in respect of subsidiaries, are
available on the website of the Company.
The Policy of determining material subsidiaries as approved may be accessed on the
Company's website at https://www.
pearlglobal.com/investor-relations/corporate-governance/
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s B.R. Gupta
& Co. Chartered Accountants, New Delhi (Regn. No. 008352N) were appointed as Statutory
Auditors of the Company, by the members of the Company in their 28th Annual General
Meeting held on September 28, 2017, for a period of five years, with effect from financial
year 2017-18.
The Board of Directors have in its meeting held on August
13, 2022, on the recommendation of Audit Committee, approved and recommended
appointment of M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, New Delhi (Regn.
No. 001478N/N500005) as Statutory Auditors in the first term of five years, effective
from financial year 2022-23.
M/s. S.R. Dinodia & Co. LLP is eligible to be appointed as Statutory Auditors of
the Company. Necessary resolution for their appointment and payment of remuneration is
proposed in the Notice calling 33rd Annual General Meeting for approval of the
shareholders.
STATUTORY AUDITORS' REPORT
The Auditors' Reports (Consolidated & Standalone) for the financial year ended
March 31, 2022 do not contain any qualification, reservation or adverse remark. The
Auditors' Reports are enclosed with the financial statements in this
Annual Report.
SECRETARIAL AUDITOR
Mr. Jayant Sood, Practising Company Secretary, proprietor of M/s Jayant Sood &
Associates (Company Secretaries) was appointed by the Board to conduct Secretarial Audit
for the financial year 2021-22. The Secretarial Audit Report for the financial year
2020-21 is annexed herewith as
Annexure-III. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
INTERNAL AUDITOR
M/s. S.S. Kothari Mehta & Company, Chartered Accountants,
New Delhi (FRN. 000756N) was appointed by the Board, as Internal Auditor for the
financial year 2021-22.
COST AUDIT
Maintaining of cost records as specified by the Central Government under section 148(1)
of the Companies Act, 2013 is not applicable to your Company.
ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act, 2013, read with the Companies
(Management and Administration)
Rules, 2014, Annual Return of the Company for the financial year 2021-22 in the
prescribed Form MGT-7 is available on the website of the Company at https://www.pearlglobal.
com/investor-relations/corporate-governance/
RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year were in ordinary
course of the business and on arm's length basis. Details of material related party
transaction entered during the financial year by the Company is annexed in Form AOC-2 as Annexure-IV.
Members may refer to Note 46 to the standalone financial statement which sets out
related party disclosures pursuant to Ind AS-24.
.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 forms part of the notes to the standalone financial statements.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from Public or Shareholders during the
year, nor has any unclaimed or unpaid deposits at the end of the financial year.
RISK MANAGEMENT
Pursuant to Regulation 21 and other applicable
Regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, the Company has Risk
Management Committee with following members and Risk Management Policy.
| Name |
Designation |
| Mr. Pallab Banerjee |
Chairman |
| Mr. Abhishek Goyal |
Member |
| Ms. Neha Khanna |
Member |
During the financial year Risk Management Committee met two times on November 13, 2021
and February 14, 2022.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors
Responsibility Statement, your Directors state that: a) in the preparation of the
annual accounts for the financial year ended March 31, 2022, 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, 2022 and of the profit and loss of
the Company for that period; c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of the
Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; d) the Directors have prepared the annual accounts on a
‘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 2021-22 have
been paid.
REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Private Ltd is Company's Registrars and Share Transfer Agent (RTA) as
common agency both for physical and demat shares, as required under Securities
Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate
Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate from the Practicing Company
Secretary, confirming compliance of conditions of Corporate Governance as stipulated under
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, forms part of the Annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of the Company is given
separately under the head "Management Discussion and Analysis".
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Business
Responsibility Report is attached and forms part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The details as required under Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, is annexed as
Annexure-V to this report.
Particulars of employees as required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from time to time, is annexed as Annexure-
VI to this report.
EMPLOYEE STOCK OPTION PLAN-2022
The Company has structured this Plan for its employees, whose present and potential
contributions are important to the success of the Company, by offering them an opportunity
to participate in the Company's future and also acquire a proprietary interest in the
Company by award of Options. The objectives of this Plan are as under: a) Alignment of
employee's gains with Company's performance b) Enhancing shareholder's value c) Creation
of employee wealth d) Driving performance of the key employees e)
Retaining/motivating/attracting the best talent within the Company f) Creating commonality
of interest between employees and shareholders In order to reward and retain the employees
and to create a sense of ownership and participation amongst them, the Board of Directors
has in its meeting held on June 30, 2022, approved Pearl Global Industries Limited
Employee Stock Option Plan 2022 ("Plan or ESOP 2022"), subject to approval of
the shareholders.
The Company is seeking shareholders' approval by Postal
Ballot (e-voting), which is being conducted from July 29, 2022 to August 28, 2022 and
it's results will be declared on August 29, 2022.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required under Section 134(3)(m) is annexed as
Annexure-VII to this report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred unclaimed/unpaid dividend amounting to `3,49,788/- during
the financial year 2021-
22 to Investor Education and Protection Fund (IEPF) established by the Central
Government, in compliance with the Companies Act, 2013. The above said amount represents
unclaimed dividend for the financial year 2013-
14 which was lying with the Company for a period of seven years. Further, the Company
has transferred 3,950 shares to Investor Education and Protection Fund Authority
established by the Central Government, in compliance with the Companies Act, 2013.
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) as the case may be, to the Authority by making an application in Web Form IEPF 5
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 by
theNo significant regulators or courts or tribunals impacting the going concern status and
Company's operations in future.
REPORT ON SEXUAL HARASSMENT-INTERNAL COMPLAINTS COMMITTEE
Pursuant to the provisions of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee has been
set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. No complaint
received during the financial year 2021-22.
SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards issued by the Institute
of the Company Secretaries of India.
ACKNOWLEDGEMENT
The Directors of your Company are thankful to Bankers, Business Associates, Customers,
Members, Government Bodies & Regulators for the continuous support received from them
and place on record their appreciation for the sincere services rendered by the employees
at all level.
|
For and on behalf of the Board |
|
for Pearl Global Industries Limited |
|
(Pallab Banerjee) |
(Pulkit Seth) |
|
Managing Director |
Vice-Chairman |
|
DIN 07193749 |
DIN 00003044 |
| Place: Gurugram |
|
|
| Date: August 13, 2022 |
|
