Dear Shareholders,
PDS Limited
The Board of Directors ("Board") of your Company are
pleased to present the 13th Annual Report together with the Annual Audited
Standalone and Consolidated Financial Statements on the business and operations of the
Company for the financial year ended March 31, 2024.
I FINANCIAL HIGHLIGHTS
(Rs in Lakhs)
| Particulars |
Consolidated |
Standalone |
| March 31, 2024 |
March 31, 2023 |
March 31, 2024 |
March 31, 2023 |
| Revenue from Operations |
10,37,264.96 |
10,57,700.42 |
62,541.97 |
46,285.75 |
| Other Income |
3,467.45 |
5,153.05 |
7,571.53 |
6,912.86 |
| Total Expenses |
10,18,110.65 |
10,27,210.04 |
61,928.37 |
43,873.83 |
| Profit from Operations Before Exceptional Item
and Taxes |
22,621.76 |
35,643.53 |
8,185.13 |
9,324.78 |
| Share of loss of associates and joint ventures |
617.81 |
31.93 |
- |
- |
| Exceptional Item |
- |
- |
|
|
| Profit Before Tax |
23,239.57 |
35,675.36 |
8,185.13 |
9,324.78 |
| Tax Expense (including deferred taxes) |
2,971.49 |
2,998.52 |
277.17 |
682.74 |
| Profit After Tax |
20,268.08 |
32,676.84 |
7,907.96 |
8,642.04 |
| Other Comprehensive Income/(Loss) |
7,080.13 |
2,707.02 |
(13.36) |
(30.24) |
| Total Comprehensive Income |
27,348.21 |
35,383.86 |
7,894.60 |
8,611.80 |
| Earnings Per Share (?) |
|
|
|
|
| Basic |
10.98 |
20.30 |
6.02 |
6.62 |
| Diluted |
10.77 |
19.93 |
5.91 |
6.50 |
FINANCIAL PERFORMANCE & THE STATE OF COMPANY AFFAIRS
I. Consolidated
The revenue from operations of the Company for the financial year ended
March 31, 2024 is H 10,37,264.96 Lakhs as against H 10,57,700.42 Lakhs in the previous
year. The Consolidated Profit after Tax for the financial year ended March 31, 2024 is H
20,268.08 Lakhs as compared to H 32,676.84 Lakhs in the previous year, mainly due to lower
realization of sales and increase of employee cost and other expenses.
II. Standalone
The revenue from operations of the Company stood at H 62,541.97 Lakhs
for the financial year ended March 31, 2024 as against H 46,285.75 Lakhs in the previous
year. The Company reported a Profit after Tax of H 7,907.96 Lakhs for the financial year
ended March 31, 2024 as compared to H 8,642.04 Lakhs in the previous year mainly increase
of employee cost and other expenses.
The detailed information on the affairs of the Company has been covered
under the Management Discussion & Analysis, forming part of this Annual Report.
Details of the Company's annual financial performance as published on
the Company's website and presented during the Analyst Meet, after declaration of annual
results, can be accessed using the following link: https://pdsltd.com/investors/financial
reports/#investor- updates-and-call-transcripts.
No material changes and commitments have occurred after the close of
the year under review till the date of this Report, which affect the financial position of
the Company.
During the year under review, there have been no changes in the nature
of business of the Company.
During the year under review, the League of American Communications
Professionals ("LACP") LLP has awarded 'Platinum' for the Company's FY 2022-23
Annual Report in the 'LACP 2022 Vision Awards'. In its first year of submission, PDS has
garnered an aggregate score of 99 out of 100, ranking it prominently amongst the top 100
reports worldwide.
(dividend and reserves
During the financial year 2023-24, the Board of the Company at their
meeting held on November 1, 2023, declared interim dividend of H 1.60 (Rupee One and Sixty
Paise Only) per equity share face value of H 2.00 each, i.e., 80%, which has been paid on
November 27, 2023. Total outflow on account of interim dividend payout including dividend
distribution tax amounted to H 2,108.41 Lakhs.
In line with the performance of the Company for the financial year
2023-24 and financial health of the Company, the Board are pleased to recommend for
approval of the shareholders, a final dividend of H 3.15 (Rupees Three and Fifteen Paise
Only) per equity share of face value of H 2.00 each, i.e., 157.5% for the year ended March
31, 2024.
The Board has recommended the final dividend based on the parameters
laid down in the Dividend Distribution Policy and the dividend will be paid out of the
profits of the year.
The said dividend, if approved by the Shareholders at the ensuing
Annual General Meeting ("AGM") will be paid to those Members whose name
appears on the register of Members (including Beneficial Owners) of the Company as at the
end of Friday, July 19, 2024. The said dividend, if approved by the Shareholders, would
involve cash outflow of H 4,159.63 Lakhs.
During the year under review, no amount from profit was transferred to
the general reserve account.
In view of the applicable provisions of the Income Tax Act, 1961, the
dividend paid or distributed by the Company shall be taxable in the hands of the
shareholders. Your Company shall, accordingly, make the payment of the final dividend
after deduction of tax at source.
Dividend Distribution Policy
Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
the Board of the Company had formulated a Dividend Distribution Policy. The said policy is
available on the website of the Company at https://pdsltd.com/wp-content/
uploads/2023/06/Dividend-Distribution-Policy.pdf.
(deposits
During the year under review, the Company has neither invited nor
accepted any deposits from the public within the meaning of Section 73 of the Companies
Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits)
Rules, 2014.
(employee stock option plan
During the year under review and pursuant to the applicable
requirements of the Act and SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("sBEB Regulation"), the Company has framed and
instituted 4 (Four) Employee Stock Options Plan ("ESOP Plans") as
mentioned below to attract, retain, motivate and reward its employees and to enable them
to participate in the growth, development and success of the Company:
A) PDS Limited - Employee Stock Option Plan 2021
At the Extra-Ordinary General Meeting held on February 25, 2021, the
shareholders approved 26,57,825 Stock Options under the 'PDS Limited - Employee Stock
Option Plan 2021' ("PDS ESOP 2021") for the employees of the Company and
its subsidiaries. Furthermore, at the 10th AGM of the Company, held on July 30,
2021, the Shareholders approved amendment in the PDS ESOP 2021 pertaining to the extension
of the maximum vesting period. This amendment effectively extends the maximum vesting
period from its former duration of 3 (Three) years to the current duration of 4 (Four)
years. The maximum number of shares under PDS ESOP PLAN A 2021 shall not exceed 26,57,825
equity shares. The Nomination and the Remuneration Committee of the Board ("NRC")
has been authorized to offer, issue and allot stock options to eligible employees of the
Company and its subsidiaries under the PDS ESOP 2021. As required under SBEB Regulation, a
disclosure is given as Annexure 1 to this Report and is also available on website
of the Company at https://pdsltd.com/investors/financial reports/#annual-reports
B) PDS Limited - Employee Stock Option Plan 2021 - Plan A
At the 10th AGM held on July 30, 2021, the shareholders
approved 29,12,050 Stock Options under the 'PDS Limited - Employee Stock Option Plan 2021
- Plan A' ("PDS ESOP PLAN A 2021") for the employees of the Company and
its subsidiaries. The maximum number of shares under PDS ESOP PLAN B 2021 shall not exceed
29,12,050 equity shares. The NRC has been authorized to offer, issue and allot stock
options to eligible employees of the Company and its subsidiaries under the PDS ESOP PLAN
A 2021.
As required under SBEB Regulation, a disclosure is given as Annexure
1 to this Report and is also available on website of the Company at
https://pdsltd.com/investors/ financial reports/#annual-reports
C) PDS Limited - Employees Stock Option Plan 2021 - Plan B
At the 10th AGM held on July 30, 2021, the shareholders
approved 5,06,740 Stock Options under the 'PDS Limited - Employee Stock Option Plan 2021 -
Plan B' ("PDS ESOP PLAN B 2021") for the employees of the Company and its
subsidiaries through the trust route. The maximum number of shares under PDS ESOP 2021
shall not exceed 5,06,740 equity shares. To implement the PDS ESOP PLAN B 2021, upto
5,06,740 equity shares will be issued by way of shares acquisition by PDS Multinational
Fashions ESOP Trust ("PDS ESOP Trust"). The NRC has been authorized to offer,
issue and allot stock options to eligible employees of the Company and its subsidiaries
under the PDS ESOP PLAN B 2021.
Furthermore, 10th AGM held on July 30, 2021, the
shareholders had authorized the Board of Directors to grant a loan up to H5.80 Crores to
the PDS ESOP Trust for the purpose of subscription and/or purchase of Equity Shares of the
Company by the PDS ESOP Trust/ Trustees, in one or more tranches, subject to the ceiling
of Equity Shares as may be prescribed under PDS ESOP PLAN B 2021 Scheme or any other
share-based employee benefit plan which may be introduced by the Company from time to
time. Additionally, shareholders via postal ballot on December 3, 2023, approved the
increase in loan amount from H5.80 Crores to H9,20,00,000 considering the limit does not
exceed 5% of the Paid-up Equity Capital and Free Reserves as provided in the Act basis the
audited financials for the year ended March 31, 2023.
As required under SBEB Regulation, a disclosure is given as Annexure
1 to this Report and is also available on website of the Company at
https://pdsltd.com/investors/ financial reports/#annual-reports
D) PDS Limited - Phantom Stock Units Plan 2021
At the 10th AGM held on July 30, 2021, the shareholders
approved 8,61,415 Stock Units under the 'PDS Limited - Phantom Stock Units Plan 2021' ("PDS
Phantom 2021") for the employees of the Company and its subsidiaries. The NRC has
been authorized to offer, issue and allot stock units to eligible employees of the Company
and its subsidiaries under the PDS Phantom 2021.
As required under SBEB Regulation, a disclosure is given as Annexure
1 to this Report and is also available on website of the Company at
https://pdsltd.com/investors/ financial reports/#annual-reports
A certificate issued by the Secretarial Auditor, certifying that all
ESOP schemes has been implemented in accordance with SBEB Regulations and in accordance
with the resolution(s) passed by the shareholders of the Company will be available on the
website of Company at www.pdsltd.com during the AGM for inspection by the shareholders of
the Company.
(pds INCENTIVE PLAN 2021
At the Extra-Ordinary General Meeting held on February 25, 2021, the
shareholders approved PDS Limited - PDS Value Creation Incentive Plan 2021 ("PDS
Incentive Plan 2021") for the employees of the Company and its subsidiaries.
The PDS Incentive Plan 2021 aims to reward key employees of the Company
and its subsidiaries for their performance and contributions in delivering strong returns
and creating value for shareholders' investments. Additionally, it seeks to incentivize
these employees to contribute to the future growth and profitability of the Company.
(share captial
During the year, the Authorized Share Capital of the Company has been
increased from H28,00,00,000/- divided into
14,00,00,000 Equity Shares of H2/- (Rupees Two Only) each to
H50,00,00,000/- divided into 25,00,00,000 Equity Shares of H2/- (Rupees Two Only) each
vide Ordinary Resolution passed by the shareholders of the Company through Postal Ballot
on December 03, 2023.
The Issued and Paid-up Capital of the Company increased from
H26,18,55,440 (Rupees Twenty-Six Crores Eighteen Lakhs Fifty-Five Thousand Four Hundred
and Forty Only) divided into 13,09,27,720 (Thirteen Crores Nine Lakhs Twenty- Seven
Thousand Seven Hundred and Twenty Only) Equity Shares divided into Face Value of H2/-
(Rupees Two) each to H26,38,06,278 (Rupees Twenty-Six Crores Thirty Eight Lakhs Six
Thousand Two Hundred and Seventy Eight Only) divided into 13,19,03,139 (Thirteen Crores
Nineteen Lakhs Three Thousand One Hundred and Thirty Nine Only) Equity Shares divided into
Face Value of H2/- (Rupees Two) each as a result of exercise and allotment of 9,75,419
stock options by the employees of the Company and its subsidiaries pursuant to the said
ESOP Plans.
Your Company has not issued any debentures, bonds or any
non-convertible securities during the year under review.
(credit rating
During the year under review, your Company has no outstanding
instruments for which the credit rating needs to be obtained.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY
The Financial Statements of the Company comply with the Ind AS
specified under Section 133 of the Act.
Your Company has put in place adequate internal controls with reference
to accuracy and completeness of the accounting records and timely preparation of reliable
financial information, commensurate with the size, scale and complexity of operations and
ensures compliance with various policies and statutes in keeping with the organization's
pace of growth, increasing complexity of operations, prevention and detection of frauds
and errors. The design and effectiveness of key controls were tested and no material
weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of
internal financial control and risk management systems, periodically. Efficacy of Internal
control systems are tested periodically by Internal Auditors and Internal Control over
financial reporting is tested and certified by Statutory Auditors. The internal financial
control system of the Company is supplemented with internal audits, regular reviews by the
management and checks by the Internal Audit Team.
Your Board also reviews the internal processes, systems and the
internal financial controls and accordingly, the Directors' Responsibility Statement
contains confirmation as regards adequacy of the internal financial controls. Assurance on
the effectiveness of Internal Financial Controls is obtained through management reviews,
self-assessment, continuous monitoring by functional heads as well as testing of the
internal financial control systems during the course of audits. We believe that these
systems provide reasonable assurance that our internal financial controls are designed
adequately and are operating as intended.
The information on the Internal Control Systems and its adequacy has
been covered under the Management Discussion & Analysis, forming part of this Annual
Report.
During the year under review and based on the presentation made by
Statutory Auditors no material or serious observation has been highlighted for
inefficiency or inadequacy of such controls.
Compliance Management
To ensure compliance with all the applicable laws, we have rolled out a
strong and robust digital compliance tool. A comprehensive check list of compliance
applicable to the Company is prepared by an independent agency which is mapped to each
owner of the compliance for confirming compliance. To ensure that compliances are
completed within the defined timelines, automated email reminders are sent to individual
owners to comply with the requirements within the stipulated timelines.
The respective heads of departments are required to certify the
compliance mapped to their function for onwards submission to the Board in summary form
along with legal and regulatory update. To ensure comprehensiveness, periodic audits of
compliance tool are conducted by the management and corrective actions are taken to ensure
strict adherence.
Additionally, an independent agency periodically updates the recent
amendments or on event basis, in order to ensure completeness.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has several subsidiaries, joint ventures and associates
spread across the globe. As on March 31, 2024, the Company had 127 subsidiaries, 5 Joint
Ventures, 5 Associates and 1(One) Controlled Trust. Details regarding the change in
subsidiaries, associates and joint venture companies are set out in Note 2 of the
Consolidated Financial Statements.
The Companies which were newly added or ceased to be subsidiaries /
associate / joint ventures during the year are as follows: Entities Incorporated/
acquired
| Sl. No. Name |
Country |
| 1 PDS Lifestyle Limited |
UK |
| 2 Wonderwall (F.E.) Limited |
UK |
| 3 Wonderwall (F.E.) Limited |
Hong Kong |
| 4 PDS Lifestyle FZCO |
UAE |
| 5 PDS Design Services FZCO |
UAE |
| 6 Design Hub Sourcing FZCO |
UAE |
| 7 TECHNO SOURCING DI? TiCARET ANONiM jiRKETi |
Turkey |
| 8 Techno (Shanghai) Trading Co., Ltd. |
Shanghai |
| 9 PDS Radius Brands FZCO |
UAE |
| 10 PDS Fashions Bangladesh Limited |
Bangladesh |
| 11 The Source Fashion Platform FZCO |
UAE |
| 12 Moda & Beyond Limited |
UK |
| 13 Pangram Brands Global Private Limited |
India |
| 14 Simple Approach Home Limited |
Hong Kong |
| 15 Mambo Leisure Masters Limited |
UK |
| 16 Vivere London Limited |
UK |
| 17 Home Sourcing Solutions Limited |
Hong Kong |
| 18 Progressive Crusade Unipessoal LDA |
Portugal |
| 19 Nodes Studio LDA |
Portugal |
| 20 The Brand Group Limited |
Hong Kong |
| 21 Collective Near East Sourcing Services FZCO |
UAE |
| 22 INFINITY FASHION TEDARiK HiZMETLERi ANONiM jiRKETi
(Formerly known as GEORGE TEDARiK HiZMETLERi ANONiM jiRKETi) |
Turkey |
| 23 DH Sourcing Limited |
Bangladesh |
| 24 Nobleswear (Private) Limited |
Sri Lanka |
| 25 Simple Approach Bangladesh Private Limited |
Bangladesh |
Entities Dissolved/ Liquidated
| Sl. No. Name |
Country |
| 1 Pacific Logistics Limited |
UK |
| 2 Redwood Internet Ventures Limited |
HK |
| 3 PDS Global Investments Limited |
British Virgin Islands |
| 4 One Stop Shop Solutions EU Sp. z.oo (Company) |
Poland |
| 5 F.X. Import Company Limited |
UK |
| 6 Poetic Knitwear Limited |
UK |
| 7 PDS Smart Fabric Tech (UK) Limited |
UK |
| 8 One Stop Shop Solutions spotka z ograniczong
odpowiedzialnoscig spotka k |
romandytowa (LLP) Poland |
Entities Merged & Formed a New Entity
| Sl. No. Name |
Country |
| 1 Yellow Octopus EU Sp. z.oo (Company) |
Poland |
| 2 Yellow Octopus EU spotka z ograniczong odpowiedzialnoscig
spotka komandytowa (LLP) |
Poland |
| 3 Yellow Octopus EU SA (Joint Stock Company) |
Poland |
| [This entity is the result of merger of entities no. 1&2
mentioned above] |
|
In accordance with Section 129(3) of the Act and Regulation 34 of the
SEBI Listing Regulations, the Consolidated Financial Statements of the Company have been
prepared and are forming part of this Annual Report. A statement containing salient
features of the Financial Statements of subsidiary, joint ventures and associate companies
are stated in the prescribed Form AOC-1 which is attached as Annexure 2, which
forms part of the Annual Report. The statement also provides details of the performance
and the financial position of each of the subsidiaries, joint ventures and associates. The
consolidated financial statements presented in this Annual Report include financial
performance and financial position of the subsidiary, joint ventures and associate
companies.
The policy for determining material subsidiaries of the Company is
available on the Company's website at https:// pdsltd.com/investors/corporate
governance/#policies.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Re-appointment/ De-designation
In accordance with the provisions of Section 152 of the of the Act read
with Companies (Management & Administration) Rules, 2014 and Articles of Association
of the Company, Dr. Deepak Kumar Seth, Non-Executive & Non-Independent Director (DIN:
00003021) and Mr. Parth Gandhi (DIN: 01658253), Non-Executive & Non-Independent
Director of the Company, will retire by rotation at the ensuing AGM and being eligible,
have offered themselves for reappointment. The Board, on the recommendation of the
Nomination & Remuneration Committee, recommended his re-appointment at the ensuing
AGM.
The brief details of Dr. Deepak Kumar Seth and Mr. Parth Gandhi
proposed to be reappointed as directors, required under Secretarial Standard 2 issued by
the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing
Regulations is provided in the Notice of ensuing AGM of the Company.
During the year under review, the Company considered to enhance Ms.
Yael Gairola's (previously appointed as Independent Director) association with PDS Group
across various subsidiaries and benefiting from her enriched experience and compensate her
for the same for the services to be provided by her. The NRC as a part of corporate
governance, assessed the independence status of Ms. Yael Gairola and concluded that Ms.
Yael Gairola would not meet the criteria of independence as specified under Section 149(6)
of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. Based on the
recommendation of NRC and the Board of the Company, the shareholders via Postal Ballot
dated December 3, 2023, have approved the re-designation of Ms. Yael Gairola as a
Non-Executive & Non-Independent Director of the Company w.e.f. July 26, 2023.
Independent Directors
Appointment of Mr. Bangalore Gangaiah Srinivas as Independent Director
The Board of Directors on recommendation of the NRC appointed Mr.
Bangalore Gangaiah Srinivas (DIN: 00517585) as an Additional (Non-Executive &
Independent) Director on the Board w.e.f. March 28, 2023. The Shareholders of the Company,
by way of a resolution passed through Postal Ballot dated June 15, 2023, approved the
appointment of Mr. Bangalore Gangaiah Srinivas as Non-Executive Independent Director of
the Company to hold office for a term of 5 (Five) consecutive years w.e.f. March 28, 2023
upto March 27, 2028 (both days inclusive). His brief profile is available on the website
of the Company at https://pdsltd.com/investors/ board-of-directors-and-committees/.
Appointment of Ms. Sandra Campos as Independent Director
The Board of Directors on recommendation of the NRC appointed Ms.
Sandra Campos (DIN: 10390929) as an Additional (Non-Executive & Independent) Women
Director on the Board w.e.f. November 28, 2023. The Shareholders of the Company, by way of
a resolution passed through Postal Ballot dated December 31, 2023, have approved the
appointment of Ms. Sandra Campos as Non-Executive & Independent of the Company to hold
office for a term of 2 (Two) consecutive years w.e.f. November 28, 2023 up to November 27,
2025. Her brief profile is available on the website of the Company at https://
pdsltd.com/investors/board-of-directors-and-committees/.
AH the Directors of the Company have confirmed that they are not
disqualified to act as Director in terms of Section 164 of the Act.
In the opinion of the Board, all the directors, including the directors
appointed/ re-appointed during the year, possess the requisite qualifications, experience,
expertise, proficiency and hold high standards of integrity.
Key Managerial Personnel
As on March 31, 2024, Mr. Sanjay Jain, Group Chief Executive Officer,
Mr. Rahul Ahuja, Group Chief Financial Officer and Mr. Abhishekh Kanoi, Head of Legal
& Company Secretary are the Key Managerial Personnel of your Company in accordance
with the provisions of Section 2(51) read with Section 203 of the Act.
Declaration of Independence by Independent Directors & adherence to
the Company's Code of Conduct for Independent Directors
All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Act, that they meet the criteria of independence
as laid down under Section 149(6) of the Act along with Rules framed thereunder,
Regulation 16(1) (b) of the SEBI Listing Regulations and have complied with the Code of
Conduct of the Company as applicable to the Board and Senior Managerial Personnel. In
terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence. The
Company has received confirmation from all the Independent Directors of their registration
on the Independent Directors Database maintained by the Indian Institute of Corporate
Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Board Meetings
During the year under review, 6 (Six) Meetings of the Board of
Directors were held. A detailed update on the Board, its composition, governance of
committees, number of Board and Committee meetings held during FY 2023-24 and attendance
of the Directors thereat, is provided in the Report on Corporate Governance, which forms
part of this Annual Report.
Compliance with Secretarial Standards
Your Company has complied with the applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General
Meetings', respectively.
Constitution of various Committees
The Board of Directors of the Company has constituted following
Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
During the year under review, all the recommendations made by the
Committees of the Board, including the Audit Committee, were accepted by the Board.
Policies on the appointment of Directors and their Remuneration
The Board recognizes the importance of having a diversified board viz
constructive discussion, better decision making and long-term value creation for all the
stakeholders. In order to ensure diversity, standardize the process of selection of an
individual at the Board or senior management level and pursuant to the provisions of
Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations, the
Company has formulated and adopted a Nomination & Remuneration Policy on appointment
and remuneration of directors, senior management and Key Managerial Personnel including
criteria for determining qualifications, positive attributes, independence of a director
and other matters. The Nomination and Remuneration Policy is available on the website of
the Company https://pdsltd.com/wp-content/uploads/2022/07/
Nomination-and-Remuneration-Policy.pdf.
We affirm that the remuneration paid to the directors is as per the
terms laid out in the Nomination and Remuneration Policy of the Company.
Policies
The Board of your Company, from time to time, has framed and revised
various Polices as per the applicable acts, rules, regulations and standards for better
governance and administration of your Company. The Policies are made available on the
website of the Company at https://pdsltd. com/investors/corporate governance/#policies.
Annual Evaluation by the Board
The Nomination and Remuneration Committee, in consultation with the
Board, has formulated robust framework for evaluation of the performance of the Board, its
committees, individual directors including the Chairman of the Company keeping in view the
board priorities and practices. The evaluation process for FY 2023-24 included rolling out
customized questionnaires which were prepared keeping in view the industry in which the
Company operates, analysis of the response and placing the summary before the Board and
respective committees. All directors participated in the evaluation process.
The result of evaluation was discussed in the respective committee
meetings. Recommendations arising from the evaluation process were considered by the Board
to optimize its effectiveness.
A detailed disclosure on the framework of Board Evaluation including
outcome and action plan has been provided in the Report on Corporate Governance.
Familiarization Program for Independent Directors
The Company has developed and adopted structured induction programs for
orientation and training of directors at the time of joining and during their term to
ensure familiarization of directors with, the management and operations of the Company
including business models, services, products, processes, culture and the industry in
which it operates. A note on the familiarization programme adopted by the Company for
orientation and training of the Directors is provided in the report on Corporate
Governance, which forms part of this Annual Report
directors responsibility statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the
Board to the best of their knowledge and based on the information and explanations
received from your Company, confirms that:
a. the applicable Accounting Standards had been followed in the
preparation of the annual accounts along with proper explanation relating to material
departures;
b. such accounting policies have been selected and applied consistently
and such judgments and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
e. the proper internal financial controls were in place and that such
internal financial controls are adequate and were operating effectively; and
f. the system to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
AUDITORS AND AUDITOR'S REPORT
Statutory Auditors and Auditor's Report
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm
Registration Number: 001076N/N500013) were appointed as the Statutory Auditors of the
Company by the Shareholders at their 8th AGM held on November 13, 2019 for a
tenure of 5 (five) years, to hold office from the conclusion of the 8th AGM
till the conclusion of the 13th AGM of the Company to be held for the financial
year 2023-24.
As per the provisions of Section 139 of the Act, the Board of Directors
of the Company, on the recommendation of the
Audit Committee, recommends re-appointment of M/s. Walker Chandiok
& Co LLP, Chartered Accountants for a further period of five years i.e. upto the
conclusion of 18th AGM.
M/s. Walker Chandiok & Co LLP, Chartered Accountants, (i) have
expressed their willingness to be reappointed for a further term, (ii) have submitted
their confirmation to the effect that they continue to satisfy the criteria provided in
Section 141 of the Act and (iii) that their appointment is within the limits prescribed
under Section 141(3)(g) of the Act.
A resolution proposing re-appointment of M/s. Walker Chandiok & Co
LLP as the Statutory Auditor of the Company and their remuneration pursuant to Section 139
of the Act, along with the explanatory statement, forms part of the Notice of 13th
AGM.
The Statutory Auditor's report does not contain any qualifications,
reservations, adverse remarks or disclaimers, which would be required to be dealt with in
the Boards' Report
secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. SGGS & Associates [FRN: P2021MH086900], Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report for the financial year ended March 31, 2024, in the
prescribed Form MR - 3 is attached to this Report as Annexure 3. The said
Secretarial Audit Report was issued with qualifications and the management response on the
same are detailed in the report which is self-explanatory.
The Board, on the recommendation of the Audit Committee, has
re-appointed M/s SGGS & Associates [FRN: P2021MH086900], Company Secretaries in
Practice, who have confirmed their eligibility for the said re- appointment, to conduct
the secretarial audit of the Company for the financial year 2024-25.
Annual Secretarial Compliance Report
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual
Secretarial Compliance Report for the financial year ended March 31, 2024, has been
submitted to the Stock Exchanges.
Further, in this regard, please note that the Company does not have any
material unlisted Indian subsidiaries during financial year 2023-24.
Cost Auditors
During the year under review, provisions of Section 148 of the Act,
read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if
any, relating to the Cost Audit are not applicable to the Company.
Details of fraud reported by the Auditors
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor of the Company have reported any instances of frauds committed in the
Company by its officers or employees to the Audit Committee under Section 143(12) of the
Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the
Act.
(corporate social responsibility
In accordance with Section 135 of the Act and the Rules made
thereunder, the Company has adopted a Corporate Social Responsibility ("CSR")
Policy, and the Board has constituted a Committee to implement CSR activities. The
composition of the Committee and additional details are provided in the Corporate
Governance Report, forming part of this Report.
During the year, the Company was statutorily required to spend H
30,43,550 towards CSR contribution. However, the Company has contributed H 56,72,490
towards CSR activities for the Financial Year 2023-24, which was over and above the
statutory requirements as per the Act. This CSR contribution was done to Soham for Kids
Education Society in Hyderabad (India) towards helping unprivileged and orphaned children
by way of providing free education, mid-day meals and good healthcare facilities,
vocational training etc. These activities undertaken are in accordance with Schedule VII
of the Act. The brief outline of CSR Policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure 4,
forming part of this Report.
The Company also undertakes CSR initiatives outside of India, in
Bangladesh, Hong Kong, Sri Lanka & Turkey. The said initiatives are over and above the
statutory requirement. These initiatives undertaken by various subsidiaries outside India
in promotion of education to the unprivileged children, donations, scholarship programs,
etc.
risk management
The Company has a robust risk management framework which is integrated
across the operations. The Company believes that risk management is one of the pillars of
the Company which is key to achieving sustainable value creation for all the stakeholders.
The Company has a duly approved policy. The risk management policy
encompasses around Governance Structure, Risk Identification & Categorization, Risk
Prioritisation, Risk Mitigation, Monitoring and Reporting. The objective of this policy is
to have a well-defined approach to risk. The policy lays down broad guidelines for timely
identification, assessment, and prioritisation of risks affecting the Company in the short
and foreseeable future. The policy suggests framing an appropriate response action for the
key risks identified, so as to make sure that risks are adequately compensated or
mitigated. The policy can be accessed at https://pdsltd.com/investors/ corporate
governance/#policies
Understanding the importance of managing the risk, the Boad of
Directors has constituted Risk Management Committee, which focuses on risk management
including determination of Company's risk appetite, risk tolerance, regular risk
assessments, risk mitigation strategies (risk identification, risk quantification and risk
evaluation) etc.
The Audit Committee has additional an oversight in the area of
financial risks and controls. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been
covered in the Management Discussion and Analysis, which forms part of this Report.
particulars of employees
The statement of disclosure of remuneration under Section 197 of the
Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ('Rules'), is attached to this Report as Annexure 5. As per the second
proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report
and Financial Statements are being sent to the shareholders of the Company excluding the
statement of particulars of employees under Rule 5(2) of the Rules. Any shareholder
interested in obtaining such details may write to the Head of Legal & Company
Secretary of the Company at investorsapdsltd.com and the same will be furnished on such
request.
related party transactions
All the related party transactions entered during the financial year
were at arm's length basis and in the ordinary course of the Company's business. All such
contracts or arrangements were entered into only with prior approval of the Audit
Committee. Omnibus approval was obtained for the transactions of repetitive nature. In
compliance with the requirement of Listing Regulations, names of related parties and
details of transactions with them have been included in notes to the financial statements
provided in this Annual Report. The Policy on Materiality of Related Party Transactions
and dealing with Related Party Transactions as approved by the Board are available on the
Company's website at https://pdsltd.com/wp-content/uploads/2022/07/Policv-on-
Related-Party-Transanctions.pdf.
There are no materially significant related party transactions made by
the Company with its Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large and
thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not
required.
annual return
The Annual Return of the Company as on March 31, 2024 in Form MGT 7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at
https://pdsltd.com/investors/financial reports/#annual-reports
management discussion and analysis report
In terms of Regulation 34 and Schedule V of the SEBI Listing
Regulations, the Management Discussion and Analysis Report is presented in separate
sections, forming part of this Annual Report.
corporate governance
Your Company is dedicated to fostering a culture anchored in
fundamental values and ethical governance standards. We consistently uphold transparency
in our operations and place significant emphasis on ethical conduct in all aspects of our
business. In terms of Regulation 34 of the SEBI Listing Regulations, the Report on
Corporate Governance for the financial year ended March 31, 2024 is attached to this
report as Annexure 6.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34 of the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report is attached as Annexure 7 and forms part
of this Report and also available on the Company's website at
https://pdsltd.com/investors/ financial reports/
whistleblower policy/ vigil mechanism
The Company has implemented a Vigil Mechanism Policy, also known as the
Whistleblower Policy, to address instances of fraud and mismanagement. This policy
empowers the Company's stakeholders to report genuine concerns regarding unethical
behavior, suspected fraud, or breaches of the Code of Conduct. Additionally, it
facilitates the reporting of incidents or suspected leaks of unpublished price-sensitive
information. To enhance accessibility, the Company has provided a NAVEX hotline on its
website for stakeholders to report such instances under the Vigil Mechanism.
This policy ensures the strict confidentiality of whistleblowers while
handling their concerns and stipulates non- discriminatory treatment for individuals
raising genuine concerns. Moreover, it includes a provision for direct access to the
chairman of the Audit Committee in emergency cases. The Vigil Mechanism/Whistleblower
Mechanism Policy is publicly accessible on the company's website at https://pdsltd.com/
investors/corporate governance/#policies.
During the year under review, no complaint pertaining to the Company
was received under the Whistle Blower mechanism.
DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules
framed thereunder. Internal Complaints Committee ('ICC') is in place
for all works and offices of the Company to redress complaints received regarding sexual
harassment.
During the year under review, 1 (One) complaint was received and was
suitably closed in accordance with the Company's processes and no complaints were pending
at the end of the year. The Company also arranges awareness programs for its employees
against sexual harassment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
Your company specializes in wholesale garment trading, leveraging a
business model that prioritizes minimal electricity consumption. Manufacturing activities
are carried out by subsidiary companies, and comprehensive measures for energy management
and details of technology absorption are outlined in the Business Responsibility and
Sustainability Report.
Given the nature of the Company's Business, the Company is committed to
continually enhancing its operational efficiency and effectiveness by adopting
cutting-edge technologies. Regular reviews were conducted to monitor the progress of
various initiatives.
On a standalone basis, the Company's earnings in foreign exchange
during the year under review amounted to H 53,685.15 Lakhs for FY 2023-24 against H
42,322.60 Lakhs for FY 2022-23 as against foreign exchange outgo equivalent to H 45,931.50
Lakhs for FY 2023-24 against H 23,786.83 Lakhs for FY 2022-23.
There has been no expenditure on R&D during the year, and the
Company has not imported any technology during the past 3 years.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans given, investments made or guarantees given or
security provided by the Company as required under Section 186(4) of the Act and the SEBI
Listing Regulations are contained in Note 9 and Note 8 respectively to the Standalone
Financial Statements of the Company, forming part of this Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no 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 till the date of this
Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and the Company's operations in future.
listing
Equity Shares of your Company are listed on National Stock Exchange of
India Limited and BSE Limited. Your Company has paid the required listing fees to Stock
Exchange for FY 2023-24.
EXECUTIVE VICE CHAIRMAN, CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF
FINANCIAL OFFICER (CFO) CERTIFICATE
In compliance with the SEBI Listing Regulations, the Company has
obtained the compliance certificate outlined in Part B of Schedule II from Mr. Pallak
Seth, Executive Vice Chairman, Mr. Sanjay Jain, Group Chief Executive Officer, and Mr.
Rahul Ahuja, Group Chief Financial Officer, for the financial year 2023-24, affirming the
accuracy and completeness of the Financial Statements and associated matters. This
certificate is included as an integral component of this annual report.
cautionary statement
Statements in this Directors' Report and Management Discussion and
Analysis describing the Company's objectives, projections, estimates, expectations or
predictions may be "forward-looking statements" within the meaning of applicable
Securities Laws and Regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make difference to the Company's
operations include changes in the government regulations, developments in the
infrastructure segment, tax regimes and economic developments within India.
general
Your directors state that no disclosures or reporting is required in
respect of the following items, as the same is either not applicable to the Company or
relevant transactions/events have not taken place during the year under review.
1. The Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise.
2. Issue of Shares (including sweat Equity shares) to employees of the
Company under any Scheme save and except Employee Stock Option Scheme referred to in this
Report.
3. There is no application/proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year under review. Further, there are no instances of
one-time settlement with any Bank or Financial Institutions.
acknowledgement
Your Board acknowledges the support extended by the Securities and
Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies and all
other governmental and regulatory authorities for the guidance and support received from
them including officials there at from time to time.
Your directors also place on record their sincere appreciation for the
continued support extended by the Company's stakeholders in large including investors,
customers, banks, financial institutions, and well-wishers for their continued support
during the year. Your directors place on records their appreciation for the contribution
made by the employees of your Company and its subsidiaries at all levels. Your Company's
consistent growth was made possible by their hard work, solidarity, cooperation and
support.
|
By Order of the Board of
Directors |
|
For PDS Limited |
|
Deepak Kumar Seth |
Pallak Seth |
|
Chairman & |
Executive Vice-Chairman |
| Date:May 14, 2024 |
Non-Executive Director |
DIN: 00003040 |
| Place:Mumbai, India |
DIN: 00003021 |
|