PEARL Polymers Limited

Transcription

1 NOTICE TO MEMBERS NOTICE is hereby given at e Forty Six Annual General Meeting ( AGM ) of e Members of Pearl Polymers Limited (CIN:L25209DL1971PLC005535) will be held on Friday, 29 day of September 2017, at A.M. at A-97/2, Okhla Industrial Area, Phase-II, New Delhi , registered office of e Company, to transact e following business: ORDINARY BUSINESS 1. To receive, consider and adopt e Audited Financial Statements of e Company for e financial year ended on March 31, 2017 togeer wi reports of e Board of Directors' and e Auditors' ereon. 2. To appoint a Director in place of Mr. Varun Se (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment. 3. To consider and if ought fit, to pass, wi or wiout modification(s), e following resolution as an Ordinary RESOLVED THAT pursuant to e provisions of Sections 139,141 and 142 read wi Companies (Audit and Auditors) Rules, 2014, and oer applicable provisions of e Companies Act, 2013, if any, (including any statutory modification(s) or re-enactment ereof for e time being in force), consent of e Members of e Company be and is hereby accorded for e reappointment of Sehgal Mehta & Co., (Firm Registration No N), Chartered Accountants, as e Statutory Auditors of e Company for a furer period of five years, from e conclusion of is Annual General Meeting till e conclusion of e Fifty First Annual General Meeting (subject to ratification of eir appointment at every AGM), on such remuneration as may be decided by e Board of Directors of e Company from time to time. SPECIAL BUSINESS 4. To consider and if ought fit, to pass, wi or wiout modification(s), e following resolution as a Special RESOLVED THAT in accordance wi e provisions of Sections 196, 197 and 203 read wi Schedule V and all oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment ereof for e time being in force), approval of e Members of e Company be and is hereby accorded to e re-appointment of Mr. Chand Se (DIN: ) as e Chairman & Managing Director of e Company for a furer period of ree years wi effect from April 01, 2017, on e terms and conditions including remuneration as set out in explanatory statement attached hereto, wi e liberty to e Board of Directors (hereinafter referred to as 'e Board' which term shall be deemed to include any Committee of e Board constituted to exercise its powers, including e powers conferred by is resolution) to alter and vary e terms and conditions of e said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Chand Se, subject to e same not exceeding e limits specified under Schedule V to e Companies Act, 2013 or any statutory modification(s) or re-enactment ereof. RESOLVED FURTHER THAT Mr. Chand Se, Chairman & Managing Director of e Company shall be liable to retire by rotation in pursuance of e provisions of Section 152 read wi e Companies (Appointment and Qualification of Directors) Rules, RESOLVED FURTHER THAT e Board of Directors/ Company Secretary be and hereby severally auorized to do all such acts, deeds, matters and ings, as may be considered necessary, proper or desirable in e said regard including filling of returns wi any auority. 5. To consider and if ought fit, to pass, wi or wiout modification(s), e following resolution as an Ordinary RESOLVED THAT in accordance wi e provisions of Sections 196, 197 and 203 read wi Schedule V and all oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment ereof for e time being in force), approval of e Members of e Company be and is hereby accorded to e re-appointment of Mr. Ramesh Mehra (DIN: ), as e Whole Time Director of e Company, for a furer period of ree years wi effect from September 01, 2017, on e terms and conditions including remuneration as set out in explanatory statement attached hereto, wi e liberty to e Board of Directors (hereinafter referred to as 'e Board' which term shall be deemed to include any Committee of e Board constituted to exercise its powers, including e powers conferred by is resolution) to alter and vary e terms and conditions of e said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Ramesh Mehra, subject to e same not exceeding e limits specified under Schedule V to e Companies Act, 2013 or any statutory modification(s) or re-enactment ereof. RESOLVED FURTHER THAT Mr. Ramesh Mehra, Whole Time Director of e Company, shall be liable to retire by rotation in pursuance of e provisions of Section 152 read wi e Companies (Appointment and Qualification of Directors) Rules, RESOLVED FURTHER THAT e Board of Directors/ Company Secretary be and hereby severally auorized to do all such acts, deeds, matters and ings, as may be considered necessary, proper or desirable in e said regard including filling of returns wi any auority. Place: New Delhi Date: August 09, 2017 By Order of e Board of Directors For Pearl Polymers Limited Priyanka Company Secretary Membership No: Annual Report

2 NOTES: 1. The Explanatory Statement pursuant to Section 102 of e Companies Act, 2013 is annexed hereto. 2. In terms of Section 152 of e Companies Act, 2013, Mr. Varun Se (DIN: ) Director, is liable to retire by rotation at e ensuing AGM and being eligible, offer himself for re-appointment. Brief profile and information as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of appointment of Director is furnished in e annexed Explanatory Statement. 3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. Pursuant to e provisions of Section 105 of e Companies Act, 2013, a person can act as a proxy on behalf of not more an fifty Members and holding in aggregate not more an ten percent of e total Share Capital of e Company carrying voting rights. Members holding more an ten percent of e total Share Capital of e Company may appoint a single person as proxy, who shall not act as a proxy for any oer Member. The instrument appointing Proxy, duly filled, stamped, dated and signed shall be deposited at e Registered Office of e Company at least FORTY EIGHT HOURS before e time for holding e AGM. Proxy Form is enclosed and forms an integral part of e Annual Report. Proxies submitted on behalf of Companies, Societies, etc., must be supported by an appropriate resolution/auority, as applicable. 4. Members/proxies are requested to bring eir duly filled attendance slip annexed hereto, to attend e AGM mentioning erein details of eir DP and Client ID/ Folio No. 5. In case of joint holders attending e AGM, only such joint holder whose name stands first or higher on e Register of Members shall be entitled to vote. 6. As an austerity measure, copies of e Annual Report will not be distributed at e AGM. Members are requested to bring eir copy of Annual Report to e Meeting. 7. Relevant documents are open for inspection by e Members at e Registered Office of e Company on all working days between A.M. and P.M. till e date of e AGM. 8. The Register of Members and Share Transfer Books of e Company will remain closed from Saturday, September 23, 2017 to Friday, September 29, 2017 (bo days inclusive). 9. The Members whose names appear on e Company's Register of Members as on Friday, September 22, 2017 ( cut-off date ) will be eligible to attend and vote at e AGM. 10. All correspondence relating to change of address, change in e ID already registered wi e Company, transfer/ transmission of shares, issue of duplicate share certificates, consolidation of folios, bank mandates and all oer matters relating to e shareholding in e Company may be made to MAS Services Ltd., e registrar and share transfer agent ( MAS ). The Members holding shares in dematerialized form may send such communication to eir respective depository participant/s (DPs). 11. Members can avail e facility of nomination in respect of shares held by em pursuant to e provisions of section 72 of e Companies Act, Members desiring to avail is facility may send eir nomination in e prescribed Form no. SH-13 duly filled in to e Company / MAS / DP. The prescribed form can be obtained from e RTA / DPs. 12. TRANSFER OF UNCLAIMED FIXED DEPOSITS TO INVESTORS EDUCATION & PROTECTION FUND (IEPF) The Company has transferred e unclaimed fixed deposits up to e financial year from time to time on due dates to e Investor Education and Protection Fund (IEPF) established by e Central Government. Pursuant to e provisions of Section 125 of Companies Act, 2013, e Company has uploaded e details of unclaimed fixed deposit lying wi e Company as on 30 September, 2016 (date of last AGM) on e website of e Company as also on e website of e Ministry of Corporate Affairs. 13. As an eco-friendly measure intending to benefit e society at large, we request you to be part of e e- initiative and register your address to receive all communication and documents including Annual Reports from time to time in electronic form to e e- mail ID provided by you. Members holding shares in dematerialised form may send such communication to eir respective DPs and ose holding shares in physical form may send such communication to e Company/ MAS. Members who still hold share certificates in physical form are advised to dematerialize eir shareholding to avail e benefits of dematerialisation, which include easy liquidity. 14. Pursuant to Sections 101 and 136 of e Companies Act, 2013 read wi relevant Rules framed ereunder, e Annual Report for financial year and e Notice of e AGM, inter-alia indicating e process and manner of Remote e-voting alongwi e attendance slip and proxy form are being sent by to ose Members who have registered eir ID eier wi e Company/RTA or wi e Depository unless e Member has requested for a hard copy of e same. For Members who have not registered eir ID, physical copies of e Annual Report for financial year and e Notice of e AGM, inter-alia, indicating e process and manner of Remote e-voting along wi e attendance slip and proxy form, will be sent in e permitted mode. 15. Shareholders are requested to send eir queries, if any, on Annual Report, to e Company Secretary, at least seven days before e date of e AGM, so at e requisite information/ explanations can be provided in 2 46 Annual Report

3 time. 16. Notice of e AGM and e Annual Report is made available on e Company's website The Securities and Exchange Board of India ( SEBI ) has mandated e submission of Permanent Account Number ( PAN ) by every participant in securities market. Members holding shares in physical form can submit eir PAN to e Company/ MAS. 18. A route map for e AGM venue is provided at e back cover of e Annual Report. Voting rough Electronic Means In compliance wi provisions of Section 108 of e Companies Act, 2013 read wi Rule 20 of e Companies (Management and Administration) Rules, 2014, Secretarial Standard-2 and Regulation 44 of e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, e Company is pleased to provide its Members facility to exercise eir right to vote on Resolutions proposed to be considered at e 46 AGM by electronic means which includes remote e-voting i.e., from a place oer an venue of e AGM, provided by National Securities Depository Limited ( NSDL ). Member of e Company holding shares in physical form or in dematerialized form may exercise eir right to vote by electronic means in respect of e resolutions contained in e Notice of e AGM. 19. The Members desiring to vote rough electronic mode may refer to e detailed procedure for Remote E-voting given in e Attendance Slip, annexed to is Annual Report. 20. The Remote E-voting period will commence on Tuesday, September 26, 2017 (9.00 A.M.) and ends on Thursday, September 28, 2017 (5:00 P.M.). 21. Facility for voting rough ballot/polling paper shall also be made available at e venue of AGM to e members who have not already cast eir vote by remote E-voting. 22. Ms. Rashmi Sahni, Practicing Company Secretary (Certificate Practice No: 10493) has been appointed as e Scrutinizer for conducting remote e- voting facility and e voting process at e AGM in a fair and transparent manner. The Scrutinizer will submit a consolidated Scrutinizer's Report of e total votes cast in favour or against, if any, to e Chairman of e Company or a person auorized by him in writing, who shall countersign e same and declare e result of e voting forwi wi details of e number of votes cast for and against e resolution, invalid votes and wheer e resolution has been carried or not. 23. The Results declared along wi e Scrutinizer's Report shall be placed on e Company's website and on e website of NSDL, simultaneously e Company shall forward e results to e Stock Exchange(s). EXPLANATORY STATEMENTS AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO.3 Sehgal Mehta & Co. (Firm Registration No N) Chartered Accountants, have completed eir first tenure of five (5) years in e Company at e ensuing AGM. In view of e same, e Board of Directors at its meeting held on May 30, 2017, pursuant to e recommendation of Audit Committee and subject to e approval of Members of e Company, has re-appointed Sehgal Mehta & Co., Chartered Accountants as Statutory Auditors of e Company for a furer period of five (5) years i.e. from e conclusion of 46 st Annual General Meeting till e conclusion of 51 Annual General Meeting. None of e Directors and Key Managerial Personnel of e Company and eir relatives is concerned or interested, financial or oerwise, in e resolution. ITEM NO. 4 & 5 Mr. Chand Se, has attained e age of 73 years, hence continuation of his employment as Chairman and Managing Director requires e approval of Members by way of a Special Resolution. Section 196(3) of e Companies Act, 2013, inter alia, provides at no company shall continue e employment of a person who has attained e age of 70 years, as Managing Director, Whole time director or Manager unless it is approved by e Members by passing a Special Resolution. The Board of Directors ( e Board )of e Company, at its meeting held on February 09, 2017 and May 30, 2017 respectively, has subject to e approval of Members, reappointed Mr. Chand Se, as e Chairman & Managing Director and Mr. Ramesh Mehra, as e Whole Time Director of e Company for a period of 3 (ree) years wi effect from April 01, 2017 and September 01, 2017, respectively on terms and conditions including remuneration as recommended by e Nomination and Remuneration Committee of e Board and approved by e Board of Directors. It is proposed to seek e Member's approval by way of Special Resolution for e re-appointment of and remuneration payable to Mr. Chand Se as e Chairman & Managing Director and by way of Ordinary Resolution for e re-appointment of Mr. Ramesh Mehra as e Whole Time Director, in terms of e applicable provisions of e Companies Act, The terms of re-appointment of and remuneration payable to Mr. Chand Se are as under: A. REMUNERATION including Basic salary, House rent allowance, Medical Reimbursement, Leave Travel Concession etc. aggregating to, but not exceeding Rs. 59,40,000 (Rupees Fifty Nine Lakhs and Forty Thousand Only) per annum. B. PERQUISITES IN ADDITION TO THE ABOVE 1. Provident Fund: Company's contribution to Provident Fund, if applicable, as per rules of e Company will be subject to a ceiling of 12% of e salary as laid down 46 Annual Report

4 under e Income Tax Rules, Earned/ Privileged Leave: As per e Rules of e Company, e leaves accumulated but not availed of during e tenure may be allowed to be encashed at e end of e tenure. 3. Free use of Company's car wi driver for business of e Company. 4. Free telephone and mobile facility at e Company's cost. However, personal long distance cost shall be billed to e appointee. In e event of absence or inadequacy of profits, in any financial year, Mr. Chand Se should be paid a consolidated remuneration of Rs. 59,40,000 (Rupees Fifty Nine Lakhs and Forty Thousand Only) per annum and e permissible perquisites in accordance wi e provisions of Schedule V to e Companies Act, Except Mr. Chand Se and his relatives, none of e Directors and Key Managerial Personnel of e Company and eir relatives is concerned or interested, financial or oerwise, in e resolution. The terms of re-appointment of and remuneration payable to Mr. Ramesh Mehra are as under: A. REMUNERATION including Basic salary, House rent allowance, Medical Reimbursement, Leave Travel Concession, etc. aggregating to, but not exceeding Rs. 18,00,000 (Rupees Eighteen Lakhs Only) per annum. B. PERQUISITES IN ADDITION TO THE ABOVE 1. Provident Fund: Company's contribution to Provident Fund, if applicable, as per rules of e Company will be subject to a ceiling of 12% of e salary as laid down under e Income Tax Rules, Earned/ Privileged Leave: As per e Rules of e Company, e leaves accumulated but not availed of during e tenure may be allowed to be encashed at e end of e tenure. 3. Free use of Company's car wi driver for business of e Company. 4. Free telephone and mobile facility at e Company's cost. However, personal long distance cost shall be billed to e appointee. In e event of absence or inadequacy of profits, in any financial year, Mr. Ramesh Mehra should be paid a consolidated remuneration of Rs. 18,00,000 (Rupees Eighteen Lakhs Only) per annum and e permissible perquisites in accordance wi e provisions of Schedule V to e Companies Act, Besides e remuneration paid to Mr. Ramesh Mehra as Director, oer an Mr. Ramesh Mehra, none of e Directors and Key Managerial Personnel of e Company and eir relatives is concerned or interested, financial or oerwise, in e resolution. For e purpose of calculating e above ceiling, perquisites shall be evaluated in accordance wi e Income Tax Rules, wherever applicable, in e absence of any such Rules, perquisites shall be valued at actual cost. ADDITIONAL INFORMATION'S AS REQUIRED UNDER SCHEDULE V OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ARE GIVEN BELOW: A. GENERAL INFORMATION: (I) Nature of Industry: The Company is a leading Manufacturer of PET Jars and Bottles. (ii) Expected date of commencement of commercial production: The Company is an existing Company. (iii) Financial Performance based on given indicators: The relevant financial figures (Audited) as under: Total Income Total Expenses Net Profits before Tax Tax Expenses (Rs. In Lakhs) Net Profit after Tax (iv) Earning and Expenditure in foreign currency: The Company has recorded export earnings of Rs Lakhs, import payments of Rs Lakhs and expenses in foreign exchange of Rs Lakhs, details of which have been incorporated in note no. 34 to 36 to e Notes to financial statements. (v) Foreign Investments or collaborators, if any: Not Applicable. B. INFORMATION ABOUT THE DIRECTORS RETIRING BY ROTATION / SEEKING APPOINTMENT / RE- APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING: Description Mr. Chand Se Mr. Ramesh Mehra Mr. Varun Se Background details/qualification Mr. Chand Se holds a degree in B.Tech (Mech.) from IIT (Kharagpur) and MS from Michigan University, USA, he has a rich experience of over 47 years in e field of Polymers. Mr. Ramesh Mehra holds Bachelor degree in Engineering and Law. He has a rich experience of over 39 years in Commercial and Marketing field. Mr. Varun Se holds Bachelor degree in Engineering (Industrial Production). He has a rich experience of over 21 years in various fields like marketing, manufacturing etc Annual Report

5 Past remuneration Rs Lakhs P. A. Rs Lakhs P. A. Rs Lakhs P. A. Shareholding 8,90,475 Equity Shares NIL 5,97,778 Equity Shares Recognition or Awards The Company won various awards namely World Star Award, Asia Star Award and Johnson & Johnson Worldwide Sustainability Award under eir leadership. Mr. Chand Se has been honoured by Lifetime Achievement Award for contribution to innovations and grow of e PET packaging sector in India. Job profile and He has rich experience responsibility in Commercial and C. OTHER INFORMATION: He is overall in charge of entire affairs of e Company. His experience in e field of polymers and his qualifications are ideally suited to e nature of our Industry, e benefits of which e Company has reaped over e years. Marketing field and has immensely contributed towards achievement of our corporate goals He has been actively involved in planning and framing of business strategies for introducing new products and clients for e Company. He has made significant contributions in e grow of Company. Remuneration proposed As provided in e resolution Not Applicable Comparative profile wi respect to industry, size of e Company, profile of e position & person Pecuniary relationship directly or indirectly wi e Company or relationship wi e managerial personnel, if any Outside Directorships Considering e size of e Company, e profile of e Managing Director & Whole Time Director, e responsibilities shouldered by em, in dep knowledge in operations and e industry benchmarks, e remuneration proposed is commensurate wi e remuneration paid to similar appointees in oer Companies. Mr. Chand Se is one of e Promoter of e Company. He is related to Mr. Varun Se, Whole time Director of e Company. I. Pearl Flats (India) Ltd II. Pearl Telefonics Ltd III.Theta Investment Pvt. Ltd IV. Pacific Pearl Finance & Leasing Ltd V. Indo Nippon Chemical Co. Ltd Besides e remuneration paid to Mr. Ramesh Mehra as Director, does not hold any oer pecuniary relationship wi e Company. Pearl Engineering Polymers Ltd Pearl Apartments Ltd II. III. Amit Apartments Ltd IV. Speedshore Trading Company Pvt Ltd Mr. Varun Se is one of e person forming part of Promoter Group. He is related to Mr. Chand Se, Chairman & Managing Director of e Company. I. Pacific Pearl Finance & Leasing Ltd II. Pearl Flats (India) Ltd III. Theta Investment Pvt. Ltd I. Reasons of Inadequate Profits: The operations of e company during e year were adversely impacted due to e declining and subdued sales. Furer, cut roat competition in Pet Bottle and Jar market has led to lower profits. II. Steps taken or proposed to be taken for Improvement: The Company has been taking all measures wiin its control to maximize efficiencies and optimize costs to lower e cost of production. III. Expected increase in Productivity and Profits in measurable terms: The Company expects to increase e productivity and profit by increasing new mandates. All possible efforts are making to increase market database. As a result Company expects to improve bo e top line and e bottom line grow. The aforesaid measures are expected to substantially increase e productivity and profits of e Company. D. Disclosures: The information and disclosures of e remuneration package and committee position held by e managerial personnel have been provided in e Corporate Governance Report. I. Place: New Delhi Date: August 09, 2017 Registered Office: A-97/2, Okhla Industrial Area, Phase-II, New Delhi By Order of e Board of Directors For Pearl Polymers Limited Priyanka Company Secretary Membership No: Annual Report