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EQUITY - MARKET SCREENER

Pioneer Embroideries Ltd
Industry :  Textiles - Products
BSE Code
ISIN Demat
Book Value()
514300
INE156C01018
51.0886799
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
PIONEEREMB
47.39
125.71
EPS(TTM)
Face Value()
Div & Yield %
0.9
10
0
 

As on: Apr 14, 2024 12:55 PM

To

The Members,

PIONEER EMBROIDERIES LIMITED

Your Directors present the Thirty First Annual Report of your Company on the business and operations for the year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

For the year ended 31st March, 2023 For the year ended 31st March, 2022
Turnover – Domestic 24,496.30 25,397.73
– Export including Incentive 5,167.96 3,819.32
Other Income 311.78 172.85
Total 29,976.04 29,389.90
Profit before Financial Charges, Depreciation, Exceptional Items 1,531.17 2,653.24
& Tax
Financial Charges 364.14 320.44
Profit before Depreciation, Exceptional Items and Tax 1,167.03 2,332.80
Depreciation 846.11 808.09
Profit before Exceptional Items & Tax 320.92 1,524.71
Exceptional Items – Income (Net) 912.19 --
Profit/(Loss) before Tax 1,233.11 1,524.71
Tax Expenses 362.57 419.61
Net Profit 870.54 1,105.09
Per share data
Basic Earnings per Share ( Rs.) 3.27 4.16
Diluted Earnings per Share ( Rs.) 3.27 4.11
Book Value per Share ( Rs.) 50.30 47.28

YEAR IN RETROSPECT

Profit before Finance Costs, Depreciation, Tax and Exceptional Items for the year stood at Rs.1,531 lakhs (previous year Rs.2,653 lakhs), a decrease of about 42%. The Company generated an operational cash profit of Rs.1,167 lakhs during the year under review (previous year Rs.2,333 lakhs), recording a decline of about 50%. Cash profit including Exceptional Items stood 11% lower at Rs.2,079 lakhs (previous year Rs.2,333 lakhs). The Net Profit Items and Tax for the year is Rs.871 lakhs (previous year Rs.1,105 lakhs), a decline of 21%.

The decline in profitability was a result of a drop in operating profit margins of the Company during the year. The drop in margins was primarily due to macro factors such as increased crude oil prices, inadequate demand in certain overseas markets, and shifting consumption pattern. Margin erosion was also significantly attributable to cheaper Chinese imports, which affected entire polyester yarn segment.

Turnover of the Company for the year under review stood at Rs.29,664 lakhs as against Rs.29,217 lakhs in the previous year, an increase of about 1.5%, primarily on account increase in turnover in ELD segment as compared to of previous year. The Company's business segment of Specialized Polyester Filament Yarn (SPFY), reported a full-year revenue of Rs.24,905 lakhs, almost unchanged from the previous year figure of Rs.25,096 lakhs.

Overall exports of the Company increased 35% during the year under review, to Rs.5,168 lakh (previous year Rs.3,819 lakh).

Overall domestic business was Rs.24,496 lakh (previous year Rs.25,398 lakhs), down about 4%. SPFY reported domestic revenues of Rs.20,856 lakhs (previous year Rs.22,034 lakhs), a decline of 5%, while EL reported 8% higher domestic revenues of Rs.3,641 lakh (previous year Rs.3,364 lakh). A detailed review of the performance during the year is given under the section - Management Discussion and Analysis Report as stipulated under Regulation 34 read with part B of Schedule V of Listing Regulations entered into with the Stock Exchanges is set out in a separate section and forms part of the Directors Report.

TRANSFER TO RESERVES

The Board does not propose to carry any amounts to reserves.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of Business of the Company.

INDUSTRY OVERVIEW

Global Textile & Apparel Industry: project at Degaon, Dhule,

Since June 2022, industry has been facing declining infla potential recession.demandduetoglobal Global apparel market contracted to US$ 1.3 trillion in 2020, but reached US$ 1.7 trillion in 2022, projected to grow to US$ 2.3 trillion by 2030 (CAGR of 4% from 2022). Global textile and apparel trade valued at US$ 871 billion in 2021, projected to reach US$ 1.2 trillion by 2030 (CAGR of 4%).

Indian Textile & Apparel Industry:

Estimated market value of US$ 165 billion in 2022-23, domestic market accounts for 76% (US$ 110 billion) and exports for 24% (US$ 43 billion). Apparel segment holds 74% of domestic market, followed by technical textiles with 20% share.

India's Domestic Textile & Apparel Market:

Impressive growth from US$ 50 billion in 2010-11 to US$ 110 billion in 2021-22 (CAGR of 7%). Expected CAGR of 10% from 2021-22 to 2030-31, targeting US$ 250 billion by 2030-31.

India's Textile & Apparel Exports:

Steady growth with CAGR of 4% since 2010-11, reached US$ 43 billion in 2021-22. Anticipated to surge at CAGR of 10% from 2021-22, aiming to reach US$ 100 billion by 2030-31. Apparel segment contributes 37% to total T&A exports in 2021-22.

India's Textile & Apparel Imports:

Experienced CAGR of 7% since 2010-11, reached US$ 8.3 billion in 2021-22. Expected CAGR of 8% from 2021-22, aiming to surpass US$ 16 billion by 2030-31. India is a major exporter of natural spun yarn, cotton-based products, and MMF spun yarn andfilament yarn.

CAPITAL EXPANSION

Your Company had undertaken two planned CAPEX:

Under SPFY spinning capacity increased from 18,000 MTA to 26,000 MTA, this has gone on stream beginning June 2023. Value added new capacities in POY (Partially Oriented Yarn) and DTY (Draw Textured Yarn) will start getting operational by end of September 2023.

Modernisation of Embroidery with state-of-the-art Maharashtra, green field commenced commercial production from August 23. The total cost of these two projects is around Rs. 110 crores, funded through internal accrual and sale of assets amounting to Rs. 35 crores and balance through external borrowings. On an annualised basis incremental revenue of about Rs. 150 crores will be achievable post peak capacity utilisation. Both the projects will start achieving peak capacity utilisation by Q3FY23-24.

BANK BORROWINGS

The total secured borrowings as on year-end FY23 stand at about Rs.9,136 lakhs ( Rs.2,623 lakhs), including working capital of Rs.2,249 lakhs (previous year of Rs.1,416 lakhs).

DEMERGER

The draft Scheme of Arrangement involving demerger of Embroidery & Bobbin Lace (ELD), or the “ELD Business” Undertaking, from Pioneer Embroideries Limited (“Demerged Company”) into Pioneer Realty Limited (“Resulting Company”) under sections 230 to 232 read with section 66 of the Companies Act, 2013 and other applicable provisions of Companies Act, Rules and Regulations thereunder, is filed for approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”) read with SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd November, 2021 (read with SEBI Circular No. SEBI/ HO/CFD/SSEP/CIR/P/2022/003 dated January 03, 2022) (“Circular”), with the BSE Limited(BSE), the National Stock Exchange of India Limited(NSE) and Securities and Exchange Board of India Limited(SEBI), for in-principal approval of SEBI in line with the Circular. The scheme is approved by both the exchanges in April, 2023. The file is pending for SEBI's approval and once the approval and Calcutta Stock Exchange (on which PEL has already applied for delisting) still and once the approval is received, the application for approval of the scheme shall be filed with the National Company Law Tribunal (NCLT) Mumbai.

LISTING

The Equity Shares of the Company are listed with the BSE & NSE.

The shares of the Company were earlier listed with Calcutta Stock Exchange and Delhi Stock Exchange also. However, the Company had submitted application for delisting of its shares from these Stock Exchanges in the year 2007 as approved by the shareholders in the Annual General Meeting held on 29th December, 2006.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the financial year 2023-24, in view of priotizing the funds for business expansion.

SHARE CAPITAL

During the year, 3,84,500 Equity Shares Rs.10/- each at Rs.13.90/- were allotted on 25th May, 2023, under ESOS Scheme. The Company to raise funds for capital expenditure and working capital requirements, has issued upto 38,40,000 Share Warrants to Mr. Raj Kumar Sekhani and M/s. Tano Investment Opportunities Fund i.e. to the person belonging to Promoters and Non Promoters, Group respectively by way of preferential issue of share warrants through, private placement at its Board meeting held on 18th August, 2023, subject to the approval of the members at Extra Ordinary General Meeting to be held on 12th September, 2023.

SUBSIDIARY COMPANIES

The revenue of Hakoba Lifestyle Limited in current year stood at Rs.0.09 lakh ( Rs.1.87 lakhs). Profit after tax and exceptional item stood at Rs.0.89 lakh as compared to net loss of Rs.1.46 lakhs in previous year.

The revenue of Crystal Lace (India) Limited in current year stood at Rs.0.67 lakhs ( Rs.6.34 lakhs). The Company has incurred a net loss of Rs.41.62 lakhs as compared to net loss of Rs.4.27 lakh in previous year.

Pioneer Realty Limited had no activity during the year.

The statement of subsidiaries in Form AOC-1 (pursuant to first proviso to sub section (3) of section 129 of the Companies Act, 2013) is provided as Annexure - A to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in compliance with applicable provisions of the Companies Act, 2013, and “Ind AS” issued by the Institute of Chartered Accountants of India as well as Listing Regulations as prescribed by the Securities and Exchange Board of India (SEBI) and form a part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance with Auditors Certificate confirming compliance, attached and forms an integral part of this Report.

Further, a declaration affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate under Regulation 17(8) of the SEBI Listing Regulations is also given in this Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are made available on the Company's website (www.pelhakoba. com).

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Raj Kumar Sekhani (DIN: 00102843), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting. The Nomination and Remuneration committee and Board of Directors have approved payment of remuneration not exceeding 7,00,000/- (Rupees Seven Lacs only) per month to Mr. Raj Kumar Sekhani as Chairman, with effect from 29 th August, 2023 till balance period i.e. 28th August, 2025, duly acknowledging his dedicated leadership. Such remuneration is unchanged since his re-appointment on 29th August, 2020.

Approval for payment of such remuneration, under Schedule V of the Companies Act, is being sought in the forthcoming Annual General Meeting of the Company. The Board at their meetings held on 28th August, 2023 had approved the appointment of Mr. Mahesh Kumar Gupta (DIN:01821446) and Mr. Varun Kathuria (DIN:00027987) as an Independent Directors of the Company respectively with effect from 28th August, 2023 for a period of 5 years. The regularization of the said Directors shall be at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013:

Sr. No. Name Designation
1. Mr. Harsh Vardhan Bassi Managing Director
2. Mrs. Ami Thakkar Company Secretary
3. Mr. Deepak Sipani Chief Financial Officer (CFO)

BOARD PERFORMANCE/ EVALUATION

The performance evaluation of the non-executive directors is done by the Board annually. This evaluation is based taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as the attendance and contribution of the member at the Board/ committee meetings. The process also considers core competency, expertise, personnel characteristic and specificresponsibility of the concerned director.

The performance evaluation of the Chairman and the Managing Director was carried out by the Independent Directors 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 view of the Executive Directors and Non-Executive Directors. A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement, contribution and independence of judgment. The Board of Directors expressed their satisfaction with the evaluation process.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) and SEBI LODR Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of the Company's operations, to familiarize the new Independent Directors (IDs) with the Company's business operations. The new IDs are given an orientation on our products, group structure and subsidiary company, Board constitution and procedures, matters reserved for the Board, and the Company's major risks and risk management strategy.

BOARD MEETINGS

The details of number of meetings of the Board, held during the year forms part of the Corporate Governance Report and hence not repeated here for the sake of brevity.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The details of unpaid and unclaimed amounts as on 31st March, 2023 are uploaded on the Company's website (www.pelhakoba.com). As per amendment to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 dated 5th September, 2016, 3750 shares have been transferred to IEPF suspense account on 4th February, 2021.

Dividend of Rs.1115.50 on above shares (declared for the Financial Year 2021-2022) were transferred to IEPF account.

VIGIL MECHANISM

The Company has established a Vigil Mechanism/

Whistle Blower Policy that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism.

Details of the Vigil Mechanism/Whistle Blower policy are made available on the Company's website (www. pelhakoba.com).

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of the Loans, Guarantees and Investment covered under the section 186 of the Companies Act, 2013 are given in the Financial Statements.

CREDIT RATING

The Company has received the credit rating from India Ratings and Research Private Limited as per their letter dated 20th July, 2023, and the Rating assigned to the Company is as follows:

Instrument Type Rating
Term Loan IND BBB-/Stable
Fund Based facilities IND BBB-/Stable/IND A3
Non-Fund Based facilities IND A3

India Ratings and Research Private Limited stated that the downgrade reflects the decline in PEL's operating profitability in FY23, leading to significant deterioration in the credit metrics. Ind-Ra expects profitability to remain vulnerable in near term due to instability in crude prices. The margins are expected to gradually get reinstated in the medium-term post successful completion of the ongoing capex and stabilization of raw material prices.

NOMINATION AND REMUNERATION POLICY

The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and Senior Management. A copy of the policy is annexed as Annexure -A.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature thus provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013, is included as Annexure - B and forms an integral part of this Report.

All related party transactions are placed before the Audit Committee as also to the Board for approval. The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

There is no material change affecting the financial position of the Company which have occurred between the end of the financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the net profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been 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;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down adequate internal financial controls to be followed by the Company and these are operating effectively;

(vi) that adequate and proper systems to ensure compliance with all applicable laws have been devised and such systems are operating effectively in the Company.

STATUTORY AUDIT

The appointment of M/s. M B A H & CO. (ICAI Regn.

No.121426W), statutory auditors of the Company were appointed for a period of 5 years at 30th Annual general Meeting as statutory auditors till the conclusion of 35th Annual general Meeting, as per the provisions of Section 139 of the Companies Act, 2013.

There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors i.e. M/s. M B A H & CO., Chartered Accountants in its report and therefore, there are no further explanations to be provided for in this report and is prepared as per “Ind AS”.

COST AUDIT

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s. Vipul Bhardwaj & Co., Cost accountants, as Cost Auditor to audit the cost accounts of the Company for the year 2023-24 at a remuneration of Rs.1,25,000 plus GST as applicable and reimbursement of out of pocket expenses. A resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting. The Company has maintained cost accounts and records for the business, which is applicable as per Section 148(1) of the Companies Act, 2013 for the year ended 31st March, 2023.

SECRETARIAL AUDIT

As required under Section 204 of the Companies Act 2013, and rules made thereunder, the Company has reappointed M/s. Sanjay Dholakia & Associates, a firm of Company Secretaries in Practice (Membership No.2655; C.P. No.1798) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure – C and forms an integral part of this Report.

There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report and therefore, there are no further explanations to be provided for in this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control risk mitigation system, commensurate with its size, scale and complexity of its operations. The scope and authority of the Internal Audit function is also defined.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the systems.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over and the reviews performed by management and the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively as at March 31, 2023.

During the year under review, no material or serious observation has been observed for inefficiency inadequacy of such controls.

RISK MANAGEMENT

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

SAFETY, HEALTH & ENVIRONMENT

The Company, in order to ensure health and safety of its employees and other staff, took adequate pre-emptive measures to enhance the hygiene and sanitization protocols across all offices and plants, in line with guidelines in force by local authorities. The health of the employees coming to work space is being continuously monitored for any signs of the health complications and adequate containment measures are in place. Your Company is committed to maintain its efforts in providing a safe working environment to its employees. At the same time, we are keeping our plants operational and thus trying to contribute towards the restoration of the economic activity and provide earnings to labor and staff.

HUMAN RESOURCE

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company takes various HR initiatives reporting, to align the HR policy to the growing requirements of business.

Your Company regularly conducts technical and safety training programmes.

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:

There are no orders passed by the Regulators or courts or tribunals impacting the going concern status and Company's operations in future.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/ pending with the Company during the year.

MANAGERIAL REMUNERATION a. Details of the remuneration of each director to the median remuneration of the employees of the Company and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - D. b. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection Office at the Registered shareholder interested in obtaining a copy of the same may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, are attached as Annexure-E to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company seeks to build constructive relationship with all the stakeholders and wants to benefit from your Company's presence. The Company had formed the CSR Committee and has framed a CSR policy, which has been uploaded on the website of the Company. The provisions of CSR activities under Companies Act, 2013 were applicable to your Company. A detail pursuant to Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -F.

Employee Stock Option Plan (ESOP)

Details of ESOP implemented during the year are as below:

(a) options granted; NIL

(b) options vested; 4,31,000

(c) options exercised; 3,84,500

(e) options lapsed; NA

(f) the exercise price; Rs.13.90 per share

(g) variation in terms of options; No

(h) money realised by exercise of options; Rs.53,44,550/-

(i) total number of options in force; 18,500

(j) employee wise details of options granted to:

(i) Key Managerial Personnel; NA

There is no material change in the ESOP scheme and the same is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. ESOP scheme are made available on the Company's website (www.pelhakoba.com).

As per Regulation 13 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, a certificate received from the secretarial auditor of the Company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the Company in the general meeting is annexed as Annexure -G.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, the Company had not made any One Time Settlement with any banks or Financial Institutions.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

GENERAL DISCLOSURE

During the Financial Year under review:

a. the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

b. the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

c. the Company has not accepted any deposit from the public, pursuant to the Chapter V of the Act and Rules made thereunder.

d. the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

e. there were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

f. there were no significant 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.

g. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENT

The Management of your Company is grateful to the Government Authorities, Shareholders, Valued Customers, Company's Bankers, Raw Material Suppliers, and other Business Associates for their continued support and co-operation.

The Directors also wish to place on record the appreciation for their co-operation, active involvement and dedication for their employees, which enabled the Management to contribute to the progress of your Company.

For and on behalf of the Board of Directors
RAJ KUMAR SEKHANI
Place : Mumbai. Chairman
Date : 28th August, 2023 DIN:00102843