P I Industries Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 72nd Annual Report on the business
and operations of the Company together with the Audited Financial Statements for the
financial year ended March 31, 2019.
1. FINANCIAL HIGHLIGHTS
|
|
(Rs. in Mn) |
| Particulars |
FY 2018-19 |
FY 2017-18 |
| Revenue from Operations |
28,409 |
22,771* |
| Other Income |
600 |
600 |
| Profit Before Interest, Depreciation and Tax |
6,331 |
5,521 |
| Interest |
59 |
59 |
| Depreciation |
926 |
826 |
| Profit before Tax & |
5,346 |
4,636 |
| Exceptional items |
|
|
| Less: Current Tax inclusive of earlier year Tax |
1169 |
995 |
| Deferred Tax Asset/Liability (it should have been deferred tax) |
(100) |
25 |
| Profit after Tax |
4,077 |
3,666 |
| Other Comprehensive Income |
77 |
(75) |
| Total Comprehensive Income |
4,154 |
3,591 |
| Balance of retained earning brought forward from previous year |
14,908 |
11,893 |
| - Profit for the year |
4,077 |
3,666 |
| - Other Comprehensive |
(1) |
11 |
| Income (OCI) for the year |
|
|
| Appropriations:- |
|
|
| Final Dividend on Equity Shares 2017-18 |
345 |
344 |
| Interim Dividend on Equity Shares 2018-19 |
345 |
206 |
| Dividend Distribution Tax on Equity Shares |
142 |
112 |
| Transfer to General Reserve |
0 |
0 |
| Balance Profit / (-) Loss carried forward |
18,368 |
14,908 |
| Earning Per Share (EPS) (Rs. ) |
29.56 |
26.62 |
| Basic Diluted (Rs.) |
29.54 |
26.55 |
| * net of excise - 316 Mn |
|
|
2. KEY HIGHLIGHTS
Your Company's Revenue from Operations for the year stood at Rs. 28,409 Mn as compared
to Rs.,771 Mn (net of excise) last year registering a growth of 25 % on YoY basis.
The Operating Profit for the year was at Rs. 5,731 Mn as compared to Rs. 4,921 Mn last
year i.e. an increase of 16.46 % YoY. The Net Profit for the year on stand-alone
basis stood at Rs. 4,077 Mn as compared to Rs. 3,666 Mn in the previous year i.e. a growth
of 11.21 %YoY.
Your Company's Net Profit on a consolidated basis stood at Rs. 4,102 Mn during the year
as compared to Rs. 3,676 Mn in the previous year, a growth of 11.58% YoY.
The Earnings per share (EPS) for the year stood Rs. 29.56at per share, a growth of
11.04% as compared to Rs. 26.62 per share for the previous year.
Your Company made an addition of Rs. 3,757 Mn. in gross fixed assets for expansion of
manufacturing and & Development capacities.
Your Company also commissioned new MPP plant at Jambusar during February 2019.
3. PERFORMANCE REVIEW
Domestic revenues grew by 16.5% YOY and achieved milestone of Rs. 10000 Mn. In brand
sales, growth was recorded across the portfolio which was well supported by successful new
launches. In Dinotefuran, growth in co-marketing was achieved with increased brand
awareness activities for Osheen. In the herbicide segment, our leading brand Nominee Gold
despite facing fierce competition from generics, expanded its customer base and achieved
highest ever treated acreages. The products launched during FY and newly launched COSKO
and FANTOM also contributed to the top line.
The introduction of new innovative products, strengthening of existing partnerships
& forging of new ones, channel expansion and focus on customer connect are some of the
key strategic initiatives expected to drive the growth in coming years.
Your Company Introduced two new products in FY 19 viz. COSKO and FANTOM.
These launches have given the opportunity to leverage the channel presence very well,
exploit the available market opportunity and gain a better market share from our
stronghold markets. On the other hand your Company was also able to make an entry in the
markets with relatively weak presence.
Your Company's exports grew by 29.4% during the year in line with overall improvement
in global sentiment. Your Company is working with innovator partners to introduce novel
molecules globally. The Company continued to develop alternate vendors in domestic market
to reduce its dependency on Chinese raw material suppliers that shall help the Company in
the coming years. Commercialisation of 3 new molecules during the year along with the
enhanced utilization of multi-purpose plants at Jambusar SEZ and commissioning of new
plant, is expected to provide further growth momentum to the exports in the coming years.
Your Company also won numerous awards and received much recognition. Your Company's
manufacturing site at Panoli has won
‘Golden Peacock Environment Management' award for in the thirdtime on account
of its significant field of Environment Management. Besides this, awarded ISO
27001:2013 Certification from British Standards Institute for implementation of
information security based on global standards and frameworks.
For its CSR initiatives, your Company's CSR arm PI Foundation won prestigious SKOCH
AWARD 2018 for Integrated Community Development. Your Company was also rated by ECOVADIS
in ‘GOLD Category' for second consecutive year demonstrating Company's quality
in integrating the principles of CSR into their business (Environment, Labor/Social, Fair
business/ Ethics and Supply Chain. PI in top global 1% in labour practices (Safety)
amongst pesticides and agrochemical products sector.
4. RESEARCH & DEVELOPMENT (R&D)
During the year under review, the Research & Development team successfully carried
out synthesis of 48 new development molecules. Out of these, 18 molecules were scaled up
successfully for their next stage of development and 6 molecules were transferred to the
next stage. Apart from synthesis and scale up of new products, the
Research & Development team also undertook process improvements for 23 projects in
order to identify cost improvement opportunities and then implement 16 such project
improvements at the plant level. Environment, Health and Safety (EHS) considerations were
given the usual special emphasis in the process development work.
You r Company has state of art R&D set up with house facilities for biological
testing. This facility supports various R&D projects under disciplines of crop
protection products. Scientifically, it involves molecular design, synthesis, structural
elucidation, purifications, scale-ups, laboratory testing, green house fieldtesting, SAR's(structure
activity relationship), knowledge management and patenting. The research assignments
involve global innovator partners.
Your Company's research strategy and implementation are well supported by a strong team
comprising of more than 250 research scientists having expertise and experience in
chemistry, analytical techniques, biological testing, mode of action, tox studies, IP
management and basic / detailed process engineering. During the year, R&D undertook
development work on various new projects covering different sectors i.e. Agro, Pharma and
Electronic chemical applications. You will be further glad to know that your Company has
identifiedpatentable molecules & processes and has initiated the patenting process.
Your Company continues to pursue cost which R&D team played vital role on process
innovations for several existing products to identify cost improvement opportunities and
at the same time maintaining highest standards of Quality, Health, Safety and Environment
(QHSE). The Company's R&D and manufacturing team are constantly working together to
reduce environmental load, enhance safety and reduce cost.
5. FINANCE
Your Company continued to focus on managing cash adequate liquidity and efficiently
back up lines of credit. Net Cash from operations for the year stood at Rs. 3,848 Mn. Your
Company follows a prudent financial policy and aims at maintaining an optimum financial
gearing. The Company's Debt to Equity Ratio was zero as on March 31, 2019. namely Your
Company has been credit rated by CRISIL Limited.
The Company's credit rating for long term was reaffirmed to AA/Positive and for short
term loans, rating was reaffirmed at CRISIL A1+. This reflects a very high degree
of safety regarding timely servicing of financial obligations and also a vote of
confidence reposed in your Company's financials.
6. DIVIDEND
During the year, the Board of your Company has declared an interim dividend of Rs. 2.50
(250%) per equity share of Rs. 1/- each in its Board Meeting held on October 26,
2018. The Directors are pleased to recommend a final dividend of Rs. 1.50 (150%) per
equity share of Rs. 1/- each. This will take the Total dividend for the year to Rs. 4/-
(400%) per equity share of Rs. 1/- each. If the dividend as recommended above, is declared
by the members at the Annual General Meeting the Total outflow towards dividend on Equity
Shares for the year would be Rs. 552 Mn (dividend distribution tax of Rs. 114 Mn)
as compared Rs. 551 to Mn (dividend distribution tax of Rs. 114 Mn) last
year. The dividend, if approved at the ensuing Annual General Meeting, will be paid to
those shareholders whose names appear on the register of members of the Company as on the
record date i.e. September 2, 2019.
DIVIDEND DISTRIBUTION POLICY green
PI believes in maintaining a fair balance between cash retention and dividend
distribution. Cash retention is required to finance acquisitions and future growth, and
also as a means to meet any unforeseen contingency.
PI Dividend Policy specifies the financial parameters that will be considered when
declaring dividends, internal and external factors that would be considered for declaring
dividends. The Policy has been put up on the website of the Company at
http://www.piindustries.com/Media/Documents/ Dividend%20Policy%20(f).pdf
7. SUBSIDIARY, ASSOCIATES & JOINT VENTURES
As on March 31, 2019, the Company had three (3) Wholly-owned Subsidiary and two (2)
Joint Venture Companies. In accordance with Section 129(3) of the Companies Act, 2013, the
Company has prepared a consolidated financial statement of the Company and all its
subsidiary Companies.
The key highlights of these subsidiary and associate Companies are as under:
SUBSIDIARY COMPANIES - PI Life Science Research Ltd.
During the year, the Company posted a net profit of Rs..06 Mn earned on account of
various R&D activities for developing new products.
- PI Japan Co. Ltd.
The Company posted a net profit of JPY 3.15 Mn during the year ended March 31, 2019.
Due to the size of operations and local laws, the annual accounts of this Company are not
required to be audited. The same have been certified by the Management of the Company.
- PILL Finance and Investments Ltd.
The Company posted a net profit of Rs. 1.21 Mn during the year ended March 31, 2019.
JOINT VENTURES
- Solinnos Agro Sciences Pvt. Ltd
Your Company holds 49% equity in Solinnos Agro Sciences Pvt. Ltd through its subsidiary
Company namely PI Life Science Research Limited and hence an associate Company. The
Company posted a net profit ofRs. 0.62 Mn during the year ended March 31, 2019.
- PI Kumai Pvt. Ltd
Your Company holds 50% equity in PI Kumai Pvt. Ltd through its subsidiary Company
namely PI Life Science Research Ltd and hence an associate Company. The Company posted a
net profit of Rs. 0.29 Mn during the year ended March 31, 2019.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014,a statement containing salient features of the financial statements
of the Subsidiary and Associate Companies is given in form AOC-1. Refer Annexure
‘A' to this Report. Your Company does not have any material listed subsidiary
Company. In accordance with the provisions of Section 136 of the Companies Act, 2013, the
Annual Report of the Company, containing the Standalone and Consolidated Financial
Statements along with the Audited Annual Accounts of each Subsidiary Company have been
placed on the website of the Company i.e. www.piindustries.com.
8. RISK MANAGEMENT POLICY AND INTERNAL CONTROLS
PI Industries' Risk Management structure spans across different levels and the Company
continuously identifies, classifies and formulates mitigation measures. During the year,
Risk Management Committee was formed comprising of 5 members including 3 Directors
including one Independent Director. Major risks identified by the business and functions
are systematically addressed through mitigating actions on continuing Related Party
Transactions basis. Risk assessment is conducted periodically and the Company has a
mechanism to identify, assess, mitigate and monitor various risks to key business
objectives. The Internal Audit Function regularly reviews various risks and places the
report before the Audit Committee of your Company from time to time.
The Board has adopted policies and procedures for ensuring orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial disclosures.
Internal Control Systems are commensurate with the nature and size of Company's
business and in view of the complexity of its business operations, these are designed to
meet the challenges. The control system comprises of continuous audit and compliance by
in-house internal audit team supplemented by internal audit checks by M/s KPMG India LLP.,
Internal Auditors of the Company. M/s PKF Sridhar & Santhanam have been engaged as the
Depot uditors to perform the internal audit function, assess the internal controls and
statutory compliances in various areas and also provide suggestions for improvement.
The Internal Auditors independently evaluate the adequacy of internal controls and
concurrently audit the financial transactions and review the various business processes.
Internal Audit reports are periodically placed before the Audit Committee of the Board.
Independence of internal auditors is ensured through direct reporting to Audit Committee.
9. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company has in place an adequate Internal Financial Controls, with reference to
financial statements. The Company has identified and documented all key internal financial
controls as part of its Internal Financial Control reporting framework. The Company has
laid down well defined policies and procedures for all critical processes across Company's
plant, offices wherein financial transactions are undertaken. The policies and procedures
cover the key risks and controls in all the processes identified to respective process
owner. In addition, the Company has a well-defined financial delegation of authority which
ensures approval of financial transaction by appropriate personnel. The Company uses SAP
ERP to process financial transactions and maintain its books of accounts to ensure its
adequacy, integrity and reliability.
The financial controls are evaluated for operating effectiveness through Management's
ongoing monitoring and review process and independently by Internal Auditors. In our view,
the Internal Financial Controls over Financial Reporting are adequate and operating
effectively as on March 31, 2019.
10. RELATED PARTY TRANSACTIONS
All Related Party Transactions entered during the year were in the ordinary course of
business and on arms length basis. Most of the related party transactions were undertaken
by the Company with its subsidiary Companies engaged in business development activities.
There were no made by materially significant the Company during the year that would have
required shareholder approval under the Listing Regulations/ Companies Act, 2013.
Prior omnibus approval of Audit Committee is obtained for the transactions which are
foreseen and repetitive in nature. A statement of all Related Party Transactions is
presented before the Audit Committee for its review on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by
the Board is uploaded on the Company's website and can be accessed
http://www.piindustries.com/Media/Documents/
Related%20Party%20Transactions%20Policy(r).pdf Your Company does not have any contracts or
arrangements with its related parties falling under Section 188(1) of the Companies Act,
2013. Hence, the details of such contracts or arrangements with its related parties are
not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules
framed thereunder. Your Directors draw attention of the Shareholders to Note No. 35 of the
standalone financial statements which set out related party disclosures.
11. AUDITORS
Statutory Auditors and Auditor's Report
The shareholders of the Company at 70th AGM held on September 06, 2017 had
appointed M/s. Price Waterhouse Chartered Accountants, LLP, (ICAI Registration No-012754N/
N500016), as the Statutory Auditors of the Company for an initial term of 5 years and
accordingly they hold their office till the conclusion of Annual General Meeting to be
held in 2022.
The Auditors' Report is unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer.
Cost Auditor
As per the requirements of the Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, your Company is required to
maintain cost records and accordingly, such accounts are made and records have been
maintained relating to Insecticides (Technical grade and formulations) every year.
The Board of Directors, on the recommendation Committee, has appointed M/s K.G. Goyal
& Co., Cost Accountants, Jaipur, as Cost Auditors to audit the cost accounts of the
Company for the financial year 2019-20.
As required under the Act, a resolution seeking member's approval for the remuneration
payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting
for their ratification.
Secretarial Auditor
The Board had appointed Mr. R.S. Bhatia (CP No.2514), practicing Company Secretary, to
carry out Secretarial Audit in accordance with the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, for the financial year ended March 31, 2019. The Secretarial Audit
Report for the financial year ended March 31, 2019 has been obtained and does not contain
any qualification, which requires any comments from the Board. The Secretarial Audit
Report for financial year ended March 31, 2019 is annexed to this report as Annexure
‘B'.
In terms of SEBI circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, your
Company has also obtained Secretarial Audit Report for the financial year ended March 31,
2019 issued by Mr. R.S. Bhatia, Practicing Company Secretary and the same has been
submitted with SEBI in accordance with aforesaid circular.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees and investments covered the provisions of Companies
Act, 2013 are mentioned in Note No. 7(c) forming part of the Notes to the financial
statements.
13. DEPOSITS
Your Company has not accepted any public deposits during the financial year 2018-19 and
as such no amount of principal or interest was outstanding as on March 31, 2019.
14. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, company had transferred an amount of Rs. 3,57,530/- towards
unclaimed or unpaid dividend pending for more than seven years. Pursuant to the provisions
of Investor Education and Protection Fund (Uploading of information regarding unpaid and
unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details
of unpaid and unclaimed amounts lying with the Company as on August 06, 2018 (date of last
Annual General Meeting) on the Company's website and on the website of the Ministry of
Corporate Affairs. The details can be viewed at company's website at following
link: http://www.piindustries.com/sites/default/files/Copy%20
of%20Unpaid%20Div%2015%209%2015%20all.pdf In accordance with the provisions of the
Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, the Company has transferred 66,010 equity shares pertaining to shareholders
in respect of which dividend was unclaimed for seven consecutive years to IEPF demat
account through NSDL Audit corporate action pursuant to the provisions as contained in Sec
124(6) of the Companies Act, 2013 and rules made thereunder.
15. BOARD AND COMMITTEES
a) Board of Directors
Your Company is managed and controlled by a Board comprising an optimum blend of
Executive and Non-Executive Professional Directors. The Chairman of the Board is a
Non-Executive Independent Director. As on March 31, 2019, the Board of Directors comprised
of Eight (8) Directors consisting of Managing Director & CEO,Whole-time Director and
six (6) Non-executive Directors, out of which five (5) are Independent Directors including
one Woman Director. The composition of the Board is in conformity with Regulation 17 of
the SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015 and the
relevant provisions of the Companies Act, 2013. All the Directors possess requisite
qualifications and experience in general corporate management, operations, technical
expertise, strategy, governance, finance, banking and other allied fields which enable
them to contribute effectively to the Company in their capacity as Directors of the
Company.
Declaration from all Independent Directors has been received confirming that they meet
the criteria of independence as prescribed both under the Companies Act, 2013 and the
Listing Regulations, 2015. under Mr. Ravi Narain ceases to be the Non-Executive
Independent Director of the Company w.e.f. 1st May, 2019 consequent upon the
order passed by SEBI in the matter of National Stock Exchange of India Ltd. on April 30,
2019. Board places on record its appreciation for the services rendered by Mr. Ravi Narain
during his association with the Board of the Company.
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Rajnish Sarna, shall retire by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for re-appointment. The Board
recommends his re-appointment for the approval of the shareholders at the ensuing Annual
General Meeting.
b) Evaluation of the Board's Performance
In compliance with the provisions of Companies Act, 2013 and Regulation 17 (10) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out an evaluation of its own performance, Committees and performance of individual
Directors during the year under review. The evaluation framework for assessing the
performance of Directors comprised of criteria like quality of contribution to the Board
deliberations, strategic perspective or inputs regarding future growth of Company and its
performance, attendance of Board Meetings and Committee Meetings and commitment to
shareholder and other stakeholder interests. The evaluation involves Self-Evaluation by
the Board Members and subsequent assessment by the Board. A member of the Board does not
participate in the discussion of his/her evaluation.
c) Number of Board Meetings conducted during the year under review
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year, Board of Directors met four (4) times. The details of the Board meetings and
attendance of the Directors are provided in the Corporate Governance Report.
d) Composition of Committees Audit Committee
As on March 31, 2019, Audit Committee comprises of Mr. Narayan K. Seshadri as the
Chairman, Mr. Rajnish Sarna, Ms. Ramni Nirula and Mr. Ravi Narain as the members. Further,
details on the Audit Committee reference, meetings held during the year are given
alongwith other committee details as provided in the Corporate Governance Report.
e) Recommendations of Audit Committee
There have been no instances during the year when recommendations of the Audit
Committee were not accepted by the Board. Details on other committees including their
composition, terms of reference are given in the Corporate Governance Report.
f) Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility statement:- (a) in the preparation of the annual
accounts for the year ended March 31, 2019, the applicable accounting standards had been
followed; (b) the Directors had 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, 2019 and
of the profit of the Company for that period;
(c) the Directors had taken proper and sufficientcare for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; (d)
the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively ensuring the orderly and efficient conduct of its business including adherence
to Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information and (f) the Directors had devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
16. CHANGES IN KEY MANAGERIAL PERSONNEL
There has been no change in any Key Managerial Personnel of the Company during the year
ended March 31, 2019.
17. ANNUAL RETURN
Pursuant to Sec 92(3) and Section 134 (3) of the Companies Act, 2013 read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return
is available on Company's website and can be accessed at:
https://www.piindustries.com/investor-relations/Financials/ annual-reports
18. EMPLOYEES
a) Remuneration policy of the Company
The Remuneration policy of your Company comprising the appointment and remuneration of
the Directors, Key Managerial Personnel and Senior Executives of the Company including the
criteria for determining qualifications, positive attributes, independence of a Director
and other related matters have been provided in the Corporate Governance Report, which
forms a part of this report.
b) Human Resources and Trade Relations
During the year under review, your Company augmented its workforce by welcoming 669 new
employees across all businesses, functions and locations. With a view to enhancing
capability and making the organisation future ready, special emphasis was placed on
upgrading the level and quality of learning and development initiatives. The Learning
Management Solution launched during the year enables employees to own and take charge of
their learning. Participation levels and feedback helps management calibrate and make
adjustments to the curricula and its deployment. In addition, embracing technology, your
Company added 104 e-learning courses to the LMS platform, providing employees a rich
cornucopia of programmes to choose from, tailored to their needs. These were supplemented
by structured management development and leadership development programmes.
With a view to systematically identifying and developing the next generation of
leaders, a structured Talent Review was conducted for senior management personnel across
businesses. The review focused on the strengths, development areas and potential of the
target personnel and identified action plans for each of them. Inputs from this review
were used in the succession planning process. Demonstrating that "we care", your
Company launched a holistic wellness initiative for employees and their families focusing
on their physical, mental and emotional well-being. Programmes were held throughout the
year in accordance with a pre-published wellness calendar. The stepathlon competition
launched during the year saw enthusiastic participation. This was supplemented by health
camps, yoga sessions and fitness programs, all of which were well received.
Communication is a key element in employee engagement and employee town halls were held
to cascade the Company's vision, strategy and performance. Other employee friendly
measures launched during the year included:
- Advancing pay day from the 5th to the 1st working day of the
month by recasting the payroll processing schedule.
- Restructuring sales incentives to better align it with industry practice; our
financial results testify to the success of this initiative.
- Advancing the dates of completion and appraisals and increments.
Technology is and will be a key game-changer and your Company is an industry leader in
the use of technology to drive efficiency and performance.
In the field of HR, the year saw the continued implementation of HR solutions through
Success Factor and improvements to the modules implemented in earlier years. Not all
technology initiatives need be big and glamorous. By the simple expedient of introducing
electronic increment letters, not only did we ensure quicker transmission to employees but
also contributed to the environment by saving copious quantities of paper. To provide our
visitors a richer visitor experience at our offices and plants, a new tech-enabled visitor
management system was launched during the year.
While much has been done, we are acutely conscious of the fact that much remains to be
done to make PI a leading employer. We are committed to intensifying our efforts in the
coming years to achieve this objective.
During 2018-19, your Company continued to have cordial relationship with all its
employees and maintained healthy, cordial and harmonious industrial relations at all
levels.
Total permanent workforce of your Company stood at 2331 as on March 31, 2019.
c) Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
Your Company has a zero tolerance for any abuse against Women at Workplace. Policy on
Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and
matters connected therewith or incidental thereto covering all the aspects as required
under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and
Redressal) Act, 2013". The Company has constituted Internal Complaints Committee
(ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire in to
complaints of Sexual Harassment and recommend appropriate action. The Company has not
received any complaint of sexual harassment during the financial year 2018-19.
d) Particulars of Employees and related disclosures
The information 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 forms part of this Report and annexed asAnnexure ‘C'. However, as per
first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report
and Financial Statements are being sent to the Members of the Company excluding the
statement of particulars of employees under Rule 5(2). However, they are available for
inspection during business hours upto the date of the next Annual General Meeting at the
registered office of the Company. Any member interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered Office of the Company.
Your Directors place on record their appreciation of the valuable contribution made by
the employees of your Company.
e) Employee Stock Option Plan / Scheme
Your Company discontinued in the year 2017-18, grant of stock options under PII-ESOP
Scheme, 2010 as per the recommendations of Nomination & Remuneration Committee of the
Board. The stock options already granted would vest as per the conditions contained in the
grant letter. As per the ESOP scheme, stock options shall vest after a lock in period of
one year from the date of grant. The stock options vest in graded manner over a vesting
period of four (4) years. The exercise price of stock options granted have been arrived by
giving discount to the closing market price of the equity share on National Stock Exchange
India Limited one day prior to the date of grant of option. Voting rights on the equity
shares issued to employees under the ESOP Scheme are either exercised by them or through
their appointed proxy. No employee has been issued stock options equal to or exceeding 1%
of the issued capital of the Company at the time of grant. Details of options as required
under SEBI regulations is given in Annexure ‘D'.
19. VIGIL MECHANISM – WHISTLE BLOWER POLICY
Your Company has established a vigil mechanism for Directors and employees to report
their genuine concerns, as approved by the Board on the recommendation of the Audit
Committee. The Whistle Blower Policy of the Company is formulated and uploaded on the
Company's website at the following weblink:
http://www.piindustries.com/Media/Documents/Whistle%20Blower%20Policy(r).pdf
The Policy provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company has been denied access to the
Audit Committee.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
‘E' attached to this report.
21. CORPORATE SOCIAL RESPONSIBILITY ("CSR") AND RELATED MATTERS
In accordance with the requirements of Section 135 of the Companies Act, 2013, your
Company has a CSR Committee comprising four members with Mr. Pravin K. Laheri as Chairman,
Mr. Mayank Singhal, Mr. Rajnish Sarna and Ms. Ramni Nirula as Members. Your Company also
has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on
the website of the Company at http://www.piindustries.com/sustainability/CSR/CSR-Policy
You r Company carried out the CSR activities Foundation, a Trust set up by PI Industries
Ltd, During the year, PI Foundation undertook several CSR initiatives under the following
few categories:
- Water
- Education and Talent Nurturing
- Healthcare
- Hygiene & Sanitation
- Livelihood Enhancement
- Sustainable Agriculture
- Skill Development
- Employee Engagement through CSR
During the financial year 2018-19, the Company has contributed an amount of Rs. 92.9
Mn. to PI Foundation, aggregating to 2% of its average net profits for preceding 3
financial years. The PI Foundation has spent an amount of Rs. 98.54 Mn during the
financial year 2018-19.
The details of CSR activities undertaken by the Company are highlighted in the report
provided under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure
‘F' which is attached to this report.
22. CORPORATE GOVERNANCE
Your Company takes pride in its Corporate Governance structure and strives to maintain
the highest possible standards. A detailed report on the Corporate Governance code and
practices of the Company along with a certificate from the auditors of the Company
regarding compliance of the conditions of Corporate Governance as stipulated under
Regulation 34 of SEBI (LODR) Regulations,2015 forms part of the report. Annexure
‘G'.
23. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided separately
forms part of the Annual Report.
24. BUSINESS RESPONSIBILITY REPORT
SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 requires top
500 listed Companies by Market capitalisation to provide Business Responsibility Report in
their Annual Report.
Your Company falls under the top 500 Listed Companies by market capitalisation and
accordingly a Business Responsibility Report, describing the initiatives taken by the
Company from an environmental, social and governance perspective, forms part of this
Report.
25. CHANGES IN SHARE CAPITAL
During the year, your Company had issued 1,23,333 Equity Shares of Re. 1/- each, which
were allotted to PII ESOP Trust (Trust), set up to administer PII Employee Stock Option
Plan-2010. The Trust allocates these shares to the employees of the Company and its
subsidiaries upon exercise of stock options from time to time under the aforesaid Scheme.
As a result of this allotment, the paid-up equity share capital PI of your Company
increased to Rs. 13.80 cr.(comprising of 13,80,30,651 Equity Shares of Rs. 1/- each as on
March 31, 2019) from Rs. 13.79 cr. (comprising of 13,79,07,318 Equity Shares of Rs. 1/-
each as on March 31, 2018).
26. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:- a) Issue of equity shares with differential rights as to dividend, voting or
otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme saved and except issued under ESOP Scheme as referred to in this Report. c)
Neither the Managing Directors nor the Whole-time Director of the Company received any
remuneration or commission from any of its subsidiaries were passed by d) the No
significant
Regulators or Courts or Tribunals, which impact the going concern status and Company's
operations in future.
Furt her, there have been no material changes 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 are related and the date of the
report.
27. ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the valuable support and
co-operation received from bankers, business associates, lenders, financial institutions,
shareholders, various departments of the Government of India, as well as the State
Governments of Rajasthan & Gujarat, the farming community and all our other
stakeholders.
The Board places on record its sincere appreciation towards the Company's valued
customers in India and abroad alongwith its joint venture partners for the support and
confidence reposed by them in the organization and looks forward to the continuance of
this supportive relationship in the future.
Your Directors proudly acknowledge the contribution and hard work of the employees of
the Company and its and subsidiaries at all levels, who, through their competence, hard
work, solidarity and commitment have enabled the Company to achieve consistent growth.
|
On behalf of the Board of Director |
|
For PI Industries Ltd. |
|
Sd/- |
|
Narayan K. Seshadri |
| Place: Gurugram |
Chairman |
| Date: May 17, 2019 |
DIN: 00053563 |
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