TO THE MEMBERS,
Your Directors are pleased to present the 51st Annual Report of Pearl
Polymers Limited ("the Company") for the financial year ended March 31, 2022.
FINANCIAL SUMMARY
The Company's financial performance for the financial year ended March 31, 2022 in
comparison to previous financial year is summarized below:
(Rs. in Lakhs)
| Particulars |
2021-22 |
2020-21 |
| Total Revenue |
10477.17 |
11,528.75 |
| Total expenses |
7690.65 |
12,586.37 |
| Profit/(loss) before exceptional items and tax |
2786.52 |
(1,057.62) |
| Less: Tax Expenses |
602.14 |
- |
| Profit/Loss after tax |
2184.38 |
(1,057.62) |
STATE OF THE COMPANY'S AFFAIRS/ CHANGES IN THE NATURE OF BUSINESS, IF ANY
The Financial results for the year 2021-22 are not comparable with that for the year
2020-21 due to completion of slump sale transaction with Manjushree Technopack Limited
("MTL"). On April 12, 2021, the transaction of slump sale was completed, at a
lumpsum amount of Rs. 8758.72 Lakhs without values being assigned to any individual assets
and liabilities. During the year under consideration on Standalone basis your Company has
achieved total Revenue of Rs. 10,477.17 Lakhs as against Rs. 11,528.75 Lakhs in the
relevant previous financial year. There is a net profit of Rs. 2184.38 as compared to an
operating loss of Rs. 1,057.62 Lakhs in the previous year.
ECONOMIC OUTLOOK, KEY CHALLENGES AND RESPONSE
The outbreak of the Covid-19 pandemic caused significant disruption during 2019-20.
Impact of this disruption flowed over till the first two quarters of 2021-22. In the third
quarter, the country progressed into a scenario with free movement of goods and people.
The economy grew considerably during the year.
India's revival in consumer spending is likely to be driven by households that earn
more than a million rupees a year. Consumer sentiments survey data suggest that while all
income groups are worse off than they were earlier, richer households are doing better
than the rest on the sentiments front. These are the least affected households and most
likely with the best savings.
India is going digital and the pandemic has accelerated this shift. Even before the
COVID-19 pandemic, India's e- commerce sector had begun to gain immense traction as people
swayed from physical shopping and gravitated towards online shopping. The pandemic
accelerated this adoption of e-commerce and India, today, is one of the fastest-growing
e-commerce markets in the world with an estimated 330 million online shoppers.
Consumers are flocking online for almost all their needs - from groceries and
essentials to clothing and accessories. Moreover, goods that will come in useful during
long periods at home are seeing increased sales. Brands have been compelled to develop an
online presence even if they had none before. This has led to a massive spurt in Direct to
Consumer (D2C) brands.
The economy is now enabling people to cater to niche segments of consumers economically
and there is also a rise in digital entrepreneurs. Brands are also realizing the need to
approach consumers directly rather than going to marketplaces to build private labels.
Moreover, payment infrastructure and integration with multiple payment options and the
demand for niche products has led to the surge in the number of D2C brands.
Pearl Polymers Limited during the year 2021-22 completed the transition from B2B
industrial goods manufacturer to focusing completely on its consumer business through the
Pearlpet brand.
We are proud to have bought a new thought process to the Indian kitchen by making the
first safe, transparent, unbreakable, odorless plastic jars & bottles. We are now
expanding our range to include trendy steel, glass, biodegradable and other products.
Pearlpet is synonymous with quality and consumer satisfaction as the leading manufacturer
of kitchen jars, containers, bottles, and other storage solutions. Pearlpet is the
one-stop-shop for those seeking safe and durable storage solutions. We also produce
durable products in rust-free materials and are the pioneers of primary food packaging in
India. Constantly seeking to improvise and grow, Pearlpet is heavily focused on innovating
through its thorough R&D department, accelerating Pearlpet towards the international
market and garnered several awards nationally and internationally. Taking pride in our
products' utility to our consumers, Pearlpet has made conscious choices to develop and
produce air-tight, highly durable, and 100% recyclable products.
RESERVES
The Reserves and Surplus (excluding Revaluation Reserve) of the Company as on March 31,
2022 stood at Rs. 2802.73 Lakhs. No amount is proposed to be transferred to reserves
during the year.
DIVIDEND
In order to strengthen the operations of the Company, the Board of Directors has not
recommended any dividend on equity shares for the year under review.
SHARE CAPITAL
The Company's Capital Structure remains unchanged during the financial year 2021-22.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF
REPORT
There are no material changes and commitments that affect the financial position of the
Company between the date of closure of Financial Year and the date of this report.
MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There was no order passed by any regulatory authority or court or tribunal against the
Company, impacting the going concern status and future operations of the Company.
DEPOSITS
Your Company has not accepted any deposits during the year under review, falling within
the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount
of fixed deposit remaining unpaid /unclaimed for a period of seven years has been
transferred to the Investor Education and Protection Fund (IEPF) established by the
Central Government of India. Further, the Company has uploaded the necessary information
in respect of the unclaimed amount on the website of IEPF viz. www.iepf.gov.in and on the
Company's website at www. pearlpet. net
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility as prescribed under section 135 of
the Companies Act, 2013 were not applicable to the Company during the year under review.
HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES
The Company has no Holding, Subsidiary, Associate or Joint Venture Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board expresses a sincere thanks to Mr. Chand Seth for his long association of more
than 50 years with the Company. He was associated with the Company since 1971. He is the
founding chairman of the Company. With the help of his immense experience of over 51 years
in the field of Polymers, he significantly contributed in making the Pearlpet a recognized
brand. Under his strong leadership and strong determination, a small unit was built to
multiple plants across various locations in India. He always believed in leveraging the
use technology by using hi- tech machines in manufacturing. During his tenure as Chairman
& Managing Director of the Company, he has developed strong customer relations with
large MNCs over the years and built large customer base. Under his leadership, Pearl has
become leading manufacturer of rigid packaging and houseware products since its inception
in 1971, the Company became the pioneer in the field of PET & PP packaging in India.
He has always been pioneer in the field of polymers. His unique business ideas and strong
will made the Company survive in such a competitive environment since its inception in
1971. During his tenure in the Company, he gave employment to thousands of employees over
the years and always believed in contributing for the social and noble causes.
Keeping in view his long term association with the Company and his contribution and
efforts in the interest and growth of the Company and other stakeholders over the time
span of over 50 years, the Board expresses sincere gratitude and place on record sincere
appreciation for the invaluable guidance and contribution made by him towards growth and
development of the Company.
During the year under review, following changes took place in the Board and Key
Managerial Personnel of your Company:
i. Mr. Varun Seth has been appointed as Whole Time Director of the Company with effect
from July 01, 2021.
ii. Mr. Chand Seth has retired as Chairman & Managing Director of the Company with
effect from end of working hours of August 14, 2021. However, at the request for his
guidance and assistance in the growth and expansion of the Company, Mr. Chand Seth
accepted to be designated as Chairman Emeritus in the capacity of advisor and continue his
invaluable association with the Company.
iii. Mr. Udit Seth has been appointed as Chairman & Managing Director of the
Company with effect from August 16, 2021.
iv. Mr. Amit Seth has been appointed as Whole Time Director of the Company with effect
from August 16, 2021.
v. Mr. Ramesh Mehra has resigned from the office of additional director (Non-Executive
and Non-Independent) with effect from August 12, 2021
vi. During the year, Mr. Vineet Gupta has resigned from the office of Company Secretary
& Compliance Officer of the Company with effect from 7th March, 2022.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Varun Seth,
Whole Time Director of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment. The brief resume of Mr.
Varun Seth as required under the Listing Regulations and Secretarial Standards is provided
in the Notice of the 51st Annual General Meeting of the Company. The requisite
resolution pertaining to the re-appointment appears at the respective item of the Notice
along with the Statement and is recommended to the Members for approval.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from the Independent Directors confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Companies
Act, 2013 and as per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Independent Directors fulfill the conditions specified in
the Act, Rules made thereunder and Listing Regulations and possess relevant expertise
& experience and are independent of the management.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual Directors as per the formal mechanism for such evaluation
adopted by the Board pursuant to Companies Act, 2013 and Regulation 17 (10) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The exercise of performance evaluation was carried out through a structured evaluation
process covering various aspects of evaluation. Any member of the Board did not
participate in the discussion of his/her evaluation. Performance evaluation of Independent
Directors was carried out by the entire board, excluding the Independent Director being
evaluated.
A meeting of the Independent Directors was also held, to review the performance of the
Non-Independent Directors, the Board as a whole and the Chairperson on the parameters of
effectiveness and to assess the quality, quantity and timeliness of the flow of
information between the Management and the Board.
NOMINATION AND REMUNERATION POLICY
Your Company has adopted a Nomination and Remuneration Policy as required by Section
178 of the Companies Act, 2013, which provides for the appointment and removal of
Directors, Key Managerial Personnel &senior management, board diversity and their
remuneration including criteria for determining qualifications, positive attributes,
independence of a director etc. The remuneration paid is as per the Policy. The details of
such policy can be viewed on the Company's website www.pearlpet.net.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met Five (5) times during the financial year 2021-22, the
details of which are given in the Corporate Governance Report which forms part of this
Annual Report. The intervening gap between any two meetings was within the period
prescribed under the Companies Act, 2013.
A separate meeting of the Independent Directors was also held to review the performance
of Non-independent Directors and overall performance of the board.
AUDIT COMMITTEE
The Composition of Audit Committee of the Company is described in Corporate Governance
Report as stipulated under Listing Regulations, which forms integral part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments, if any, covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
The Company has put in place a policy and mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on
continuing basis. There are no risks which in the opinion of the Board threaten the
existence of the Company. Your Company has an Internal Financial Control System which was
operating effectively for ensuring the orderly and efficient conduct of its business, 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, as required under the Companies Act, 2013.
INSIDER TRADING CODE
The details regarding insider trading code are given in the Corporate Governance
section of the Annual Report. Your Company has also adopted a policy for determination of
legitimate purposes in line with the PIT (Amendment) Regulations, 2018 as a part of Code
of practices and procedures of fair disclosures of unpublished price sensitive
information.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business
conduct. The Company has a policy on whistle blower and vigil mechanism for providing a
framework to promote responsible and secure whistle blowing. It protects Directors and
employees wishing to raise a concern about serious irregularities within the Company. The
Policy is available on the Company's website at www.pearlpet.net.
During FY 2021-22, no complaint was received. Further, no individual was denied access
to the Audit Committee for reporting concerns, if any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL ACT), 2013
Your Company has a policy on prevention of Sexual Harassment in line with the
requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and has constituted the Internal Complaints Committee. All employees
(Permanent, Contractual, Temporary, Trainees) are covered under this policy. The Company
has not received any complaint of sexual harassment during the financial year 2021-22.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure T and forms an integral part of this Report. A statement comprising the names
of top 10 employees and other details in terms of remuneration drawn in terms of Rule 5(2)
& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms an integral part of this annual report but the said statement 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. However, the said information is available for inspection by the
Members at the Registered Office of the Company during business hours on working days of
the Company up to the date of ensuing AGM. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company on
any working day of the Company up to the date of the ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of Conservation of Energy, Technology absorption and Foreign
Exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act,
2013, read with the rules there under, are provided in Annexure-‘II' to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company, to the best of their knowledge and belief
confirm that:
I. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
II. 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 as at March 31, 2022 and of the profit
and loss of the Company for that period;
III. 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;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. The Directors have laid down internal financial controls which were followed by the
Company and such internal financial controls are adequate and were operating effectively;
and
VI. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems were adequate and operating effectively.
AUDITORS
a) Statutory Auditors
Statutory Auditors and Auditor's Report
The shareholders of the Company at 46thAGM held on September 29, 2017 had
re-appointed M/s. Sehgal Mehta & Co. Chartered Accountants, (ICAI Registration
No-003330N), as the Statutory Auditors of the Company for a term of 5 years, subject to
ratification by members at every AGM, if required under the provisions of the Companies
Act, 2013. However, the Companies Amendment Act, 2017 has removed the requirement of
ratification of statutory auditors and accordingly they hold their office till the
conclusion of Annual General Meeting to be held in 2022.
The Notes on financial statement referred to in the Auditor's Report are
self-explanatory and do not call for any further comments. The Auditor's Report does not
contain any qualification, reservation, adverse remark or disclaimer. There are no frauds
reported in the reports of the Auditors as mentioned under sub-section (12) of Section 143
of the Act.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
appointed Ms. Rashmi Sahni (Certificate of Practice No. 10493) Practicing Company
Secretary, to undertake the Secretarial Audit of the Company for FY 2021-22. Copy of
Secretarial Audit Report is annexed as Annexure-‘III' to this report
The Secretarial Audit Report of your Company does not contain any qualification,
reservation or adverse remark.
c) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of
Directors appointed Nikhil Goel & Associates (Firm Registration No. 020934C) Chartered
Accountants as an Internal Auditor of the Company to conduct an internal audit of the
functions and activities of the Company for financial year 2021-22.
d) Cost Auditor
The provisions regarding maintenance of Cost Records and conducting the Cost Audit as
prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company.
COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA ("ICSI")
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India on meetings of Board of Directors, its Committee(s) and
General Meetings.
STATUTORY COMPLIANCES
The Board periodically reviews the mechanism put in place by the management to ensure
the compliances with Laws and Regulations as may be applicable to the Company as well as
the steps taken by the Company to rectify the instances of non-compliances, if any.
RELATED PARTY TRANSACTIONS
During the year, there were no transactions with related parties which were not at
arm's length and not in the ordinary course of business as per the provisions of section
188 of the Companies Act, 2013 or materially significant or which were in conflict with
the interests of the Company and that require an approval of the Company's shareholders in
terms of the Companies Act or SEBI Listing Regulations. Accordingly, the disclosure of the
transactions in Form AOC-2 is not applicable to your Company.
All Related Party Transactions are placed before the Audit Committee and the Board for
review and approval. Prior omnibus approval of the Audit Committee was obtained for the
transactions which are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are placed before the Audit Committee and the
Board of Directors for their review on a quarterly basis. The detailed policy on Related
Party Transactions is available on the website of the Company at www.pearlpet.net. The
details regarding Related Party Transactions are contained in the Notes to Financial
Statements.
ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at
Company's website at www. pearlpet. net.
CORPORATE GOVERNANCE REPORT
A Separate report on Corporate Governance along with certificate from Ms. Rashmi Sahni,
Practicing Company Secretary confirming compliance with the requirement of Corporate
Governance as stipulated under SEBI (LODR) Regulations, 2015 as amended from time to time,
forms an integral part of the Annual Report and is attached as Annexure-'IV'.
CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion
& Analysis, describing the Company's objectives, projections, estimates and
expectations may constitute forward looking statements' within the meaning of applicable
laws and regulations. Actual results may differ materially from those either expressed or
implied.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. The Boards of
Directors also wish to place on record its deep sense of appreciation for the committed
services by the Company's executives, staff and workers.
Last but not least, your Directors wish to place on record their warm appreciation to
you for your continuous support and encouragement.
